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As filed with the Securities and Exchange Commission on May 18, 1999
Registration No. ___-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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RUBIO'S RESTAURANTS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0100303
(State of Incorporation (IRS Employer Identification No.)
or Organization)
1902 WRIGHT PLACE, SUITE 300
CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. / / check the following box. /X/
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<S> <C>
Securities Act Registration Statement File Number to which this form relates: 333-75087
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(if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Securities" in our Registration Statement on Form
S-1 (Registration No. 333-75087) filed with the Securities and Exchange
Commission (the "Commission") on March 26, 1999 as amended on April 30, 1999
and May 14, 1999 and by any other amendments to such Registration Statement
on Form S-1 made prior to the effective date (collectively, the "Registration
Statement"), each of which is incorporated herein by reference. The form of
Prospectus filed by us pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended, shall be deemed to be incorporated by
reference into the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will
be filed with the Commission:
1. Form of Amended and Restated Certificate of Incorporation to become
effective simultaneously with the completion of the offering of
shares of our Common Stock, filed as Exhibit 3.2 to the
Registration Statement.
2. Form of Restated Bylaws to become effective simultaneously with the
completion of the offering of shares of our Common Stock, filed as
Exhibit 3.4 to the Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Investors' Rights Agreement, filed as Exhibit
10.7 to the Registration Statement.
5. Amendment No. 1 to the Amended and Restated Investors' Rights
Agreement, filed as Exhibit 10.8 to the Registration Statement.
6. Amendment No. 2 to the Amended and Restated Investors' Rights
Agreement, filed as Exhibit 10.9 to the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement on
Form 8-A to be signed on its behalf by the undersigned, thereto duly
authorized.
RUBIO'S RESTAURANTS, INC.
Date: May 18, 1999 By: /s/ Ralph Rubio
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Ralph Rubio
President and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
RUBIO'S RESTAURANTS, INC.
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EXHIBIT INDEX
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The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will
be filed with the Commission:
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<CAPTION>
Exhibit
Number Exhibit
- ------- -------
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1. Form of Amended and Restated Certificate of Incorporation to become
effective simultaneously with the completion of the offering of
shares of our Common Stock, filed as Exhibit 3.2 to the Registration
Statement.
2. Form of Restated Bylaws to become effective simultaneously with the
completion of the offering of shares of our Common Stock, filed as
Exhibit 3.4 to the Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Registration Statement.
4. Amended and Restated Investors' Rights Agreement, filed as Exhibit
10.7 to the Registration Statement.
5. Amendment No. 1 to the Amended and Restated Investors' Rights
Agreement, filed as Exhibit 10.8 to the Registration Statement.
6. Amendment No. 2 to the Amended and Restated Investors' Rights
Agreement, filed as Exhibit 10.9 to the Registration Statement.
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