<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
RUBIO'S RESTAURANTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
April 24, 2000
To Fellow Stockholders of
Rubio's Restaurants, Inc.:
You are cordially invited to attend the annual meeting of our
stockholders, to be held on Tuesday, June 6, 2000, at 10:00 a.m. Pacific
Daylight Savings Time at Edwards Theatre, Del Mar Highlands Shopping Center,
Del Mar, California. Details of the business to be conducted at the annual
meeting are given in the attached notice of annual meeting and proxy
statement.
If you do not plan to attend the annual meeting, please sign, date
and return the enclosed proxy promptly in the accompanying reply envelope. If
you decide to attend the annual meeting and wish to change your proxy vote,
you may do so automatically by voting in person at the annual meeting.
Sincerely,
/s/ Ralph Rubio
----------------------
Ralph Rubio
President, Chief Executive Officer and
Chairman of the Board of Directors
Carlsbad, California
YOUR VOTE IS VERY IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NEEDED IF MAILED IN THE UNITED
STATES.
<PAGE>
RUBIO'S RESTAURANTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 2000
TO THE STOCKHOLDERS OF RUBIO'S RESTAURANTS, INC:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Rubio's Restaurants, Inc., a Delaware corporation (the "Company"), will be held
on Tuesday June 6, 2000 at 10:00 a.m. Pacific Daylight Savings Time at Edwards
Theatre, Del Mar Highlands Shopping Center, Del Mar, California. Directions to
Del Mar Highlands Shopping Center appear on the back cover of this Notice of
Annual Meeting and Proxy Statement. The following matters are to be acted upon
and are more fully described in the Proxy Statement accompanying this Notice:
1. To elect six directors to serve for their respective staggered
terms or until their successors are duly elected and
qualified;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending
December 31, 2000; and
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on April 14, 2000,
are entitled to notice of and to vote at the Annual Meeting. The stock transfer
books of the Company will remain open between the record date and the date of
the meeting. A list of stockholders entitled to vote at the Annual Meeting will
be available for inspection at the executive offices of the Company.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy as
promptly as possible in the envelope enclosed for your convenience. Should you
receive more than one proxy because your shares are registered in different
names and addresses, each proxy should be signed and returned to assure that all
your shares will be voted. You may revoke your proxy at any time prior to the
Annual Meeting. If you attend the Annual Meeting and vote by ballot, your proxy
will be revoked automatically and only your vote at the Annual Meeting will be
counted.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joseph N. Stein
----------------------------------
Joseph N. Stein
SECRETARY/CHIEF STRATEGIC AND
FINANCIAL OFFICER
Carlsbad, California
April 24, 2000
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
RUBIO'S RESTAURANTS, INC.
1902 WRIGHT PLACE
SUITE 300
CARLSBAD, CALIFORNIA 92008
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2000
GENERAL
The enclosed proxy ("Proxy") is solicited on behalf of the Board of
Directors of Rubio's Restaurants, Inc., a Delaware corporation (the "Company"),
for use at the Annual Meeting of Stockholders to be held on June 6, 2000 (the
"Annual Meeting"). The Annual Meeting will be held at 10:00 a.m. at Edwards
Theatre, Del Mar Highlands Shopping Center, Del Mar, California. These proxy
solicitation materials were mailed on or about April 24, 2000, to all
stockholders entitled to vote at the Annual Meeting.
VOTING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice and are described in more
detail in this Proxy Statement. On April 14, 2000, the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, 8,880,911 shares of the Company's common stock, par value $0.001
("Common Stock"), were issued and outstanding. Each stockholder is entitled to
one vote for each share of Common Stock held by such stockholder on April 14,
2000. Stockholders may not cumulate votes in the election of directors.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
as present for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions will be counted towards the tabulations
of votes cast on proposals presented to the stockholders and will have the same
effect as negative votes, whereas broker non-votes will not be counted for
purposes of determining whether a proposal has been approved.
PROXIES
If the enclosed form of proxy is properly signed and returned, the
shares represented thereby will be voted at the Annual Meeting in accordance
with the instructions specified thereon. If the proxy does not specify how the
shares represented thereby are to be voted, the proxy will be voted FOR the
election of the directors proposed by the Board unless the authority to vote for
the election of such directors is withheld and, if no contrary instructions are
given, the proxy will be voted FOR the approval of Proposal 2 described in the
accompanying Notice and Proxy Statement. You may revoke or change your Proxy at
any time before the Annual Meeting by filing with the Chief Strategic and
Financial Officer of the Company at the Company's principal executive offices at
1902 Wright Place, Suite 300, Carlsbad, California 92008 a notice of revocation
or another signed Proxy with a later date. You may also revoke your Proxy by
attending the Annual Meeting and voting in person.
SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional solicitation materials furnished to the stockholders. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the
2
<PAGE>
solicitation materials to such beneficial owners. The original solicitation of
proxies by mail may be supplemented by a solicitation by telephone, telegram or
other means by directors, officers or employees of the Company. No additional
compensation will be paid to these individuals for any such services. Except as
described above, the Company does not presently intend to solicit proxies other
than by mail.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 2001 Annual Meeting must be
received no later than December 26, 2000, in order that they may be included in
the proxy statement and form of proxy relating to that meeting. In addition, the
proxy solicited by the Board of Directors for the 2001 Annual Meeting will
confer discretionary authority to vote on any stockholder proposal presented at
that meeting, unless the Company receives notice of such proposal not later than
December 26, 2000.
3
<PAGE>
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL ONE: ELECTION OF DIRECTORS
GENERAL
The Company's Certificate of Incorporation provides for a classified
Board of Directors consisting of three classes of directors with staggered
three-year terms, with each class consisting, as nearly as possible, of
one-third of the total number of directors. The purpose of this proposal is to
implement the classification of the Company's Board of Directors as provided by
its Certificate of Incorporation. The Board currently consists of six persons.
The nominees listed below are currently directors of the Company. If this
proposal is approved, the Board will consist of six persons, with three classes
consisting of two directors each. The directors in each class shall serve for
the respective terms set forth below or until their successors have been duly
elected and qualified. Upon the expiration of the term of a particular class as
set forth below, directors elected to such a class will serve for a term of
three years following such expiration.
The nominees for election have agreed to serve if elected, and
management has no reason to believe that such nominees will be unavailable to
serve. In the event the nominees are unable or decline to serve as directors at
the time of the Annual Meeting, the proxies will be voted for any nominee who
may be designated by the present Board of Directors to fill the vacancy. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
FOR the nominees named below.
NOMINEES FOR TERM ENDING UPON THE 2003 ANNUAL MEETING OF STOCKHOLDERS
KYLE A. ANDERSON, 43, has served as a Director since January 1995. Mr.
Anderson is a founding member of Rosewood Capital Associates, LLC, the general
partner of Rosewood Capital, L.P., a consumer oriented private equity investment
fund. Prior to joining Rosewood in 1988, Mr. Anderson was a Vice President in
the mergers and acquisitions department at The First Boston Corporation. Mr.
Anderson serves on the board of directors of Gardenburger, Inc., a publicly held
company, and on a number of privately held companies.
RALPH RUBIO, 44, a co-founder, has served as President, Chief Executive
Officer and Director since our inception in January 1983. He is currently
Chairman of the Board of Directors. Prior to founding Rubio's, Mr. Rubio was
employed in restaurant management and in various other positions at the Old
Spaghetti Factory, Hungry Hunter and Harbor House restaurant chains. Mr. Rubio
has more than 20 years of experience in the restaurant industry.
NOMINEES FOR TERM ENDING UPON THE 2002 ANNUAL MEETING OF STOCKHOLDERS
CRAIG S. ANDREWS, J.D., 47, has served as a director of the Company
since September 1999. Since March 1987, Mr. Andrews has been a partner in the
law firm of Brobeck, Phleger & Harrison LLP and has specialized in representing
emerging growth companies. Mr. Andrews has broad experience in founding
companies and in financing transactions, as well as in general business and
corporate law. Mr. Andrews has played an important role in the formation and
development of numerous start-up companies. Mr. Andrews is also a director of
Encad, Inc., a public company that designs and manufactures wide-format color
inkjet printers. Mr. Andrews received a B.A. from the University of California
at Los Angeles and a J.D. from the University of Michigan.
KIM LOPDRUP, 41, has served as a Director since January 1997. Mr.
Lopdrup has served in various positions at Allied Domecq PLC, a publicly held
company whose subsidiaries include Baskin-Robbins, Dunkin' Donuts and Togo's,
since May 1985, and has served in his current position as Chief Executive
Officer of Allied Domecq Quick Service Restaurants International since October
1998. Mr. Lopdrup serves as a director of Baskin-Robbins Japan, a publicly held
company listed on the Tokyo Stock Exchange.
4
<PAGE>
NOMINEES FOR TERM ENDING UPON THE 2001 ANNUAL MEETING OF STOCKHOLDERS
MICHAEL DOOLING, 55, has served as a Director since April 1999. Mr.
Dooling has been a general partner of Jacaranda Partners, an investment
partnership, since 1987. From August 1987 to November 1997, Mr. Dooling served
as a member of the board of directors of Mailboxes Etc., including as Vice
Chairman from August 1988 to May 1990 and as Chairman of the Board from May 1990
to November 1997. From November 1997 to June 1998, Mr. Dooling served as a
director of U.S. Office Products, a publicly held company, following its
acquisition of Mailboxes Etc.
TIMOTHY J. RYAN, 60, has served as a Director since April 1999. Mr.
Ryan has served as the President and Chief Executive Officer of Diedrich Coffee,
Inc. since November 1997. From December 1995 until his retirement in December
1996, Mr. Ryan served as President of Sizzler U.S.A., a division of Sizzler
International, Inc., and as a director, of Sizzler International, Inc., of which
he was also a Senior Vice President. Sizzler International, Inc. filed for
bankruptcy protection in June 1996. From November 1988 to December 1993, Mr.
Ryan served as Senior Vice President of Marketing at Taco Bell Worldwide, and
from December 1993 to December 1995, he served as Senior Vice President of Taco
Bell's Casual Dining Division.
BOARD COMMITTEES AND MEETINGS
The Board of Directors held five meetings and acted by unanimous
written consent two times during the fiscal year ended December 26, 1999 (the
"1999 Fiscal Year"). The Board of Directors has an Audit Committee and a
Compensation Committee. Each director attended or participated in 75% or more of
the aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by all committees of the Board on which
such director served during the 1999 Fiscal Year.
The Audit Committee currently consists of two directors, Mr. Kim
Lopdrup who serves as Chairman of the Audit Committee and Mr. Craig Andrews, and
is primarily responsible for approving the services performed by the Company's
independent auditors and reviewing their reports regarding the Company's
accounting practices and systems of internal accounting controls. The Audit
Committee held one meeting during the 1999 Fiscal Year.
The Compensation Committee currently consists of three directors, Mr.
Kyle Anderson who serves as Chairman of the Compensation Committee, Mr. Michael
Dooling and Mr. Timothy Ryan, and is primarily responsible for reviewing and
approving the Company's general compensation policies and setting compensation
levels for the Company's executive officers. The Compensation Committee also has
the exclusive authority to administer the Company's Employee Stock Purchase Plan
and the Company's 1999 Stock Incentive Plan and to make option grants
thereunder. The Compensation Committee held two meetings and acted by unanimous
written consent two times during the 1999 Fiscal Year.
DIRECTOR COMPENSATION
Directors do not receive cash compensation for their service on our
board of directors. Non-employee directors are reimbursed for reasonable
expenses incurred in connection with serving as a director.
Under the Automatic Option Grant Program in effect under the Company's
1999 Stock Incentive Plan (the "1999 Plan"), each individual who first joins the
Board as a non-employee director at any time after May 26, 1999 will receive, at
the time of such initial election or appointment, an automatic option grant, to
purchase 25,000 shares of Common Stock, provided such person has not previously
been in the Company's or any parent or subsidiary's employ. In addition, on the
date of each annual stockholders' meeting, beginning with the 2000 Annual
Meeting, each individual who is to continue to serve as a non-employee Board
member, whether or not such individual is standing for re-election at that
particular Annual Meeting, will be granted an option to purchase 5,000 shares of
Common Stock, provided such individual has served as a non-employee member of
the Company's board for at least six months. Each grant under the Automatic
Option Grant Program will have an exercise price per share equal to the fair
market value per share of the Company's Common Stock on the grant date, and will
have a
5
<PAGE>
maximum term of 10 years, subject to earlier termination should optionee cease
to serve as a Board of Directors member. The option will be immediately
exercisable for all of the option shares and will be immediately vested.
In addition, in January 1997, we granted a non-qualified stock option
to purchase 25,000 shares of common stock to Mr. Lopdrup, a non-employee
director. The option granted to Mr. Lopdrup was fully exercised by Mr. Lopdrup.
In April 1999, we granted options to purchase 25,000 shares of our common stock
to each of Mr. Dooling and Mr. Ryan in connection with their election to our
board of directors at an exercise price equal to the fair market value at time
of issuance of $10.00 per share. 15,000 shares are immediately vested, with the
remaining 10,000 shares vesting over the next two years. Vesting of any options
granted to board members prior to the completion of our initial public offering
will automatically accelerate in the event of a sale, acquisition or merger of
the Company.
In September 1999, we granted options to purchase 25,000 shares of our
common stock to Mr. Andrews in connection with his election to our board of
directors. The exercise price per share in effect under such option is $7.69,
the fair market value per share of Common Stock on the grant date. These options
are immediately exercisable and are immediately vested.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES LISTED ABOVE.
PROPOSAL TWO: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche LLP,
independent public auditors for the Company during the 1999 Fiscal Year, to
serve in the same capacity for the year ending December 31, 2000, and is asking
the stockholders to ratify this appointment. The affirmative vote of a majority
of the shares represented and voting at the Annual Meeting is required to ratify
the selection of Deloitte & Touche LLP.
In the event the stockholders fail to ratify the appointment, the Board
of Directors will reconsider its selection. Even if the selection is ratified,
the Board of Directors in its discretion may direct the appointment of a
different independent auditing firm at any time during the year if the Board of
Directors believes that such a change would be in the best interests of the
Company and its stockholders.
A representative of Deloitte & Touche LLP is expected to be present at
the Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
OTHER MATTERS
The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend. Discretionary authority with respect to such other matters is granted
by the execution of the enclosed Proxy.
6
<PAGE>
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company
regarding the beneficial ownership of its common stock as of March 8, 2000, by:
- each person or group of affiliated persons known to own
beneficially 5% or more of the Company's common stock;
- each of the Company's directors and nominee for directors;
- the Company's executive officers, listed in the Summary
Compensation Table of the Executive Compensation and Other
Information section of this Proxy Statement; and
- all of the Company's current directors and executive officers
as a group.
Percentage of ownership is based on 8,875,083 shares of Common Stock
outstanding on March 8, 2000. The table below includes the number of shares
underlying options which are exercisable within 60 days from March 8, 2000.
Shares of Common Stock subject to stock options which are currently exercisable
or will become exercisable within 60 days after March 8, 2000 are deemed
outstanding for computing the percentage of the person or group holding such
options, but are not deemed outstanding for computing the percentage of any
other person or group. Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by them, subject to
community property laws. The address for those individuals for which an address
is not otherwise indicated is 1902 Wright Place, Suite 300, Carlsbad, California
92008.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------------------------
NUMBER OF
NUMBER OF SHARES
SHARES UNDERLYING PERCENT
BENEFICIAL OWNER OUTSTANDING OPTIONS (%)
- ---------------- ----------- ---------- -------
<S> <C> <C> <C>
Rosewood Capital L.P. 1,526,812 -- 17.2
One Maritime Plaza, Suite 1330
San Francisco, California 94111 (1)
Funds affiliated with Farallon Partners, L.L.C. (2) 652,111 -- 7.3
One Maritime Plaza, Suite 1325
San Francisco, California 94111
Rocker Partners, L.P. (3) 527,300 -- 5.9
Rafael Rubio (4) 800,000 -- 9.0
Ralph Rubio (5) 1,183,100 -- 13.3
Kyle A. Anderson (6) 1,526,812 -- 17.2
Craig S. Andrews 47,814 25,000 .8
Michael Dooling 178,000 20,000 2.2
Kim Lopdrup 39,000 -- *
Timothy J. Ryan -- 20,000 *
Stephen J. Sather -- 48,318 *
Joseph Stein 4,000 16,667 *
James W. Stryker 2,500 - *
Richard Rubio 136,882 2,800 1.6
Bruce Frazer 16,241 20,467 *
All directors and executive officers as a group (10 persons) 3,131,849 153,252 36.4
</TABLE>
- ---------------------------------------
* Less than 1% of the outstanding stock.
(1) Pursuant to a Schedule 13G dated February 15, 2000 filed with the
Securities and Exchange Commission, Rosewood Capital L.P. reported that as
of December 31, 1999 it had sole voting power over all 1,526,812 shares and
sole dispositive power over all 1,526,812 shares.
(2) Pursuant to a Schedule 13G dated February 3, 2000, includes 273,886 shares
beneficially owned by Farallon Capital Partners, L.P., 228,239 shares
beneficially owned by Farallon Capital Institutional Partners, L.P., 97,816
7
<PAGE>
shares beneficially owned by Farallon Capital Institutional Partners II,
L.P., 26,085 shares beneficially owned by Farallon Capital Institutional
Partners III, L.P., and 26,085 shares beneficially owned by RR Capital
Partners L.P. All of the foregoing entities disclaim group attribution.
(3) Pursuant to a Schedule 13G dated February 10, 2000, includes 358,300 shares
held by Rocker Partners, L.P. and 169,000 shares held by Compass Holdings,
Ltd. David A. Rocker has sole voting and dispositive power over the
aggregate amount of 527,300 shares by virtue of his respective positions as
the sole managing partner of Rocker Partners, L.P. and as the president of
Rocker Offshore Management Company, Inc., the investment advisor to Compass
Holdings, Ltd.
(4) All 800,000 shares are held by the Rafael R. Rubio and Gloria G. Rubio
Family Trust.
(5) All of the shares outstanding held by Ralph Rubio are held in trust for the
benefit of him and his family.
(6) Includes 1,526,812 shares held by the Rosewood Capital L.P. Mr. Anderson is
a founding member of Rosewood Capital Associates LLC, the general partner
of Rosewood Capital, L.P. Mr. Anderson disclaims beneficial ownership of
such shares.
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company whose
salary and bonus for the 1999 Fiscal Year was in excess of $100,000 for services
rendered in all capacities to the Company and its subsidiaries for the fiscal
years ended December 26, 1999 and December 27, 1998.
In addition, Mr. Stein is included in the table because he would have
been among the four most highly compensated executive officers on the last day
of the 1999 Fiscal Year, except that he had not joined the Company as the Chief
Strategic and Financial Officer until April 13, 1999. Mr. Rafael Rubio is also
included in the table because he would have been among the four most highly
compensated executive officers of the Company on the last day of the 1999 Fiscal
Year had he not retired on August 13, 1999. Mr. Stryker is also included in the
table because he would have been among the four most highly compensated
executive officers of the Company on the last day of the 1999 Fiscal Year had he
not resigned on March 19, 1999. No executive officers who would have otherwise
been includable in such table on the basis of salary and bonus earned for the
1999 Fiscal Year has been excluded by reason of his or her termination of
employment or change in executive status during that year. The listed
individuals shall be hereinafter referred to as the "Named Officers."
Perquisites and other personal benefits paid to officers in the table below are
less than the minimum reporting thresholds and are represented in the table
below by "--" "All Other Compensation" represents matching payments under our
401(k) plan, auto allowances and personal use of auto payments, except with
respect to Mr. Stein whose compensation is comprised of $69,949 in relocation
payments and $3,600 in an auto allowance. No stock appreciation rights were
granted by the Company.
9
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------- ------------------------ ----------
OTHER RESTRICTED NUMBER OF
NAME AND ANNUAL STOCK SECURITIES ALL OTHER
PRINCIPAL COMPENSATION AWARD(S) UNDERLYING LTIP COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($) ($) OPTIONS PAYOUTS ($) ($)
- --------------------------- -------- ------------- ----------- -------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ralph Rubio 1999 $ 209,828 -- -- -- -- -- $ 985
President, Chief 1998 $ 199,836 $ 39,967 -- -- -- -- --
Executive Officer, and
Chairman of the Board
Rafael Rubio 1999 $ 153,523 -- -- -- -- -- $ 3,727
Former Chairman of the 1998 $ 199,836 $ 39,967 -- -- -- -- --
Board
Stephen J. Sather 1999 $ 191,920 -- -- -- 47,000 -- $ 3,746
Vice President of 1998 $ 169,800 $ 32,760 -- -- 8,000 -- $ 340
Operations and Chief
Operating Officer
Joseph N. Stein 1999 $ 141,539 -- -- -- 100,000 -- $ 73,549
Chief Strategic and 1998 -- -- -- -- -- -- --
Financial Officer
James W. Stryker 1999 $ 41,980 -- -- -- -- -- $ 1,039
Former Vice President of 1998 $ 141,500 $ 27,300 -- -- 6,000 -- $ 775
Finance and Chief
Financial Officer
Bruce Frazer 1999 $ 137,592 -- -- -- 10,000 -- $ 2,457
Vice President of 1998 $ 135,840 $ 26,208 -- -- 6,000 -- $ 815
Marketing
Richard Rubio 1999 $ 105,000 -- -- -- 7,000 -- $ 1,857
Vice President of Real 1998 $ 103,200 $ 20,000 -- -- 2,000 -- $ 1,594
Estate
</TABLE>
- ---------------------------------------
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table contains information concerning the stock options
granted to the Named Officers during the 1999 Fiscal Year. All the grants were
made under the Company's 1999 Plan. No stock appreciation rights were granted to
the Named Officers during such fiscal year.
Each option represents the right to purchase one share of common stock.
The options in this table are incentive stock options and non-qualified stock
options granted under our stock option plans. The options vest on the following
schedule: 20% of the options vest after the completion of one year of service
from the grant date and the remainder of the options vest in equal monthly
installments over the next 48 months of service. To the extent not already
exercisable, these options may also accelerate and become exercisable in the
event of a merger in which the Company is not the surviving corporation or upon
the sale of substantially all of the Company's assets. In the year ended
December 26, 1999, we granted options to purchase an aggregate of 405,950 shares
of common stock.
10
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
------------------------------------------------- ------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO
OPTIONS EMPLOYEES EXERCISE EXPIRATION
GRANTED IN 1999 PRICE DATE 5% 10%
---------- ---------- -------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Ralph Rubio -- -- -- -- -- --
Rafael Rubio -- -- -- -- -- --
Stephen J. Sather 12,000 3.0 $ 9.00 12/28/08 87,467 203,249
Stephen J. Sather 35,000 8.6 $10.00 04/13/09 248,618 603,200
Joseph N. Stein 100,000 24.6 $10.00 04/13/09 710,339 1,723,430
James W. Stryker -- -- -- -- -- --
Bruce Frazer 10,000 2.5 $ 9.00 12/28/08 72,889 169,374
Richard Rubio 7,000 1.7 $ 9.00 12/28/08 51,023 118,562
</TABLE>
The exercise price per share of each option was equal to the fair
market value of the common stock on the date of grant as determined by our board
after consideration of a number of factors, including, but not limited to, our
financial performance, market conditions and the price, preferred rights and
privileges of shares of equity securities sold to or purchased by outside
investors.
The potential realizable value at assumed annual rates of stock price
appreciation for the option term represents hypothetical gains that could be
achieved for the respective options if exercised at the end of the option term.
The 5% and 10% assumed annual rates of compounded stock price appreciation are
mandated by rules of the SEC and do not represent our estimate or projection of
our future common stock prices. These amounts represent assumed rates of
appreciation in the value of our common stock from the fair market value on the
date of grant. Actual gains, if any, on stock option exercises are dependent on
the future performance of the common stock and overall stock market conditions.
The amounts reflected in the table may not necessarily be achieved.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 26, 1999 AND YEAR-END
OPTION VALUES
The following table provides information, with respect to the Named
Officers, concerning the exercise of options during the 1999 Fiscal Year and
unexercised options held by them at of the end of that fiscal year. No stock
appreciation rights were held by the Named Officers at the end of the 1999
Fiscal Year.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END ($)(2)
----------------------------- ---------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ralph Rubio -- -- -- -- -- --
Rafael Rubio -- -- -- -- -- --
Stephen J. Sather -- -- 36,567 63,433 199,586 --
Joseph N. Stein -- -- -- 100,000 -- --
James W. Stryker 19,900 $285,313 -- -- -- --
Bruce Frazer -- -- 15,967 19,033 86,669 --
Richard Rubio -- -- 767 8,233 3,835 --
</TABLE>
(1) Based upon the market price of the purchased shares on the exercise date
less the option exercise price paid for those shares.
(2) Based upon the market price of $ 7.00 per share, determined on the basis of
the closing selling price per share of Common Stock on the Nasdaq National
Market on the last day of the 1999 Fiscal Year, less the option exercise
price payable per share.
12
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Company does not currently have any formal employment contracts
with any of the current officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors
currently consists of Mr. Kyle Anderson who serves as Chairman of the
Compensation Committee, Mr. Michael Dooling, and Mr. Timothy Ryan. Neither of
these individuals was an officer or employee of the Company at any time during
the 1999 Fiscal Year or at any other time.
No current executive officer of the Company has ever served as a member
of the board of directors or compensation committee of any other entity that has
or has had one or more executive officers serving as a member of the Company's
Board of Directors or Compensation Committee.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
It is the duty of the Compensation Committee to review and determine
the salaries and bonuses of executive officers of the Company, including the
Chief Executive Officer, and to establish the general compensation policies for
such individuals. The Compensation Committee also has the sole and exclusive
authority to make discretionary option grants to the Company's executive
officers under the Company's 1999 Plan.
The Compensation Committee believes that the compensation programs for
the Company's executive officers should reflect the Company's performance and
the value created for the Company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and values
of the Company and should reward individual contribution to the Company's
success. The Company is engaged in a very competitive industry, and the
Company's success depends upon its ability to attract and retain qualified
executives through the competitive compensation packages it offers to such
individuals.
GENERAL COMPENSATION POLICY: The Compensation Committee's policy is to
provide the Company's executive officers with compensation opportunities which
are based upon their personal performance, the financial performance of the
Company and their contribution to that performance and which are competitive
enough to attract and retain highly skilled individuals. Each executive
officer's compensation package is comprised of three elements: (i) annual base
salary, (ii) incentive bonuses, the amount of which is dependent on both Company
and individual performance during the fiscal year, and (iii) stock option awards
designed to strengthen the mutuality of interests between the executive officers
and the Company's stockholders. As an officer's level of responsibility
increases, a greater proportion of his or her total compensation will be
dependent upon the Company's financial performance and stock price appreciation
rather than base salary.
BASE SALARY: Base salaries for executive officers are reviewed on an
annual basis and at the time of promotion or other increase in responsibilities.
The base salary for each officer reflects the salary levels for comparable
positions from a comparative group of companies within the industry, as well as
the individual's personal performance and internal alignment considerations. The
relative weight given to each factor varies with each individual in the sole
discretion of the Compensation Committee. Each executive officer's base salary
is adjusted each year on the basis of (i) the Compensation Committee's
evaluation of the officer's personal performance for the year and (ii) the
competitive marketplace for persons in comparable positions. The Company's
performance and profitability may also be a factor in determining the base
salaries of executive officers. For the 1999 Fiscal Year, the base salary of the
Company's executive officers approximates the competitive target of the 50th
percentile of compensation paid by peer group companies. The Compensation
Committee adjusted Mr. Ralph Rubio's base salary for the 1999 Fiscal year in
recognition of his personal performance and with the objective of maintaining
his base salary at a competitive level when compared with the base salary levels
in effect for similarly situated chief executive officers. With respect to Mr.
Ralph Rubio's base salary, it is the Compensation Committee's intent to provide
him with a level of stability and certainty each year and not have this
particular component of compensation affected to any significant degree by
Company performance factors. For the 1999
13
<PAGE>
Fiscal Year, Mr. Ralph Rubio's base salary was approximately at the median of
the base salary levels of other chief executive officers at comparable
companies.
INCENTIVE BONUS: Generally, the annual incentive bonus for the Chief
Executive Officer and the other executive officers of the Company is based on
specified objective performance measures selected by the Compensation Committee.
The actual bonus is calculated based on a percentage (50% for the 1999 fiscal
year) of the amount that pre-tax net income exceeds the pre-tax net income
budget established for the current year. Based on the Company's financial
performance for fiscal year 1999, no bonuses were awarded to the executive
officers of the Company.
STOCK OPTIONS: Generally, stock option grants are made annually by the
Compensation Committee to each of the Company's executive officers. Each grant
is designed to align the interests of the executive officer with those of the
stockholders and provide each individual with a significant incentive to manage
the Company from the perspective of an owner with an equity stake in the
business. Each grant allows the officer to acquire shares of the Company's
Common Stock at a fixed price per share (the market price on the grant date)
over a specified period of time (up to ten years). Each option becomes
exercisable in a series of installments over a 5-year period, contingent upon
the officer's continued employment with the Company. Accordingly, the option
will provide a return to the executive officer only if he or she remains
employed by the Company during the vesting period, and then only if the market
price of the shares appreciates over the option term.
The size of the option grant to each executive officer, including the
Chief Executive Officer, is set by the Compensation Committee at a level that is
intended to create a meaningful opportunity for stock ownership based upon the
individual's current position with the Company, the individual's personal
performance in recent periods and his or her potential for future responsibility
and promotion over the option term. The Compensation Committee also takes into
account the number of unvested options held by the executive officer in order to
maintain an appropriate level of equity incentive for that individual. The
relevant weight given to each of these factors varies from individual to
individual. The Compensation Committee has established certain guidelines with
respect to the option grants made to the executive officers, but has the
flexibility to make adjustments to those guidelines at its discretion.
Submitted by the Compensation Committee of the Company's Board of
Directors:
/s/ KYLE ANDERSON /s/ MICHAEL DOOLING /s/ TIMOTHY RYAN
----------------------- ------------------- ----------------
Kyle Anderson, Chairman Michael Dooling Timothy Ryan
STOCK PERFORMANCE GRAPH
The graph depicted on the following page shows a comparison of
cumulative total stockholder returns for the Company, the S&P 500 Index and the
S&P Restaurant Index.
(1) The graph covers the period from May 21, 1999, the commencement date of the
Company's initial public offering of shares of its Common Stock to December
31, 1999.
(2) The graph assumes that $100 was invested in the Company on May 21, 1999 in
the Company's Common Stock and in each index, and that all dividends were
reinvested. No cash dividends have been declared on the Company's Common
Stock.
(3) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
14
<PAGE>
<TABLE>
<CAPTION>
Cumulative Total Return
-------------------------------------------------
5/21/99 6/99 9/99 12/99
<S> <C> <C> <C> <C>
RUBIO'S RESTAURANTS, INC. 100.00 82.14 82.14 76.19
S & P 500 100.00 103.06 96.62 111.00
S & P RESTAURANTS 100.00 96.15 95.88 89.31
</TABLE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings made under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings made by the Company under those statutes, neither the preceding Stock
Performance Graph nor the Compensation Committee Report is to be incorporated by
reference into any such prior filings, nor shall such graph or report be
incorporated by reference into any future filings made by the Company under
those statutes.
CERTAIN TRANSACTIONS
In addition to the indemnification provisions contained in the
Company's Restated Certificate of Incorporation and Bylaws, the Company has
entered into separate indemnification agreements with each of its directors and
officers. These agreements require the Company, among other things, to indemnify
such director or officer against expenses (including attorneys' fees),
judgments, fines and settlements (collectively, "Liabilities") paid by such
individual in connection with any action, suit or proceeding arising out of such
individual's status or service as a director or officer of the Company (other
than Liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest) and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by the
Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 which require them to file reports with respect
to their ownership of the Common Stock and their transactions in such Common
Stock. Based upon (i) the copies of Section 16(a) reports which the Company
received from such persons for their 1999 Fiscal Year transactions in the Common
Stock and their Common Stock holdings, and (ii) the written representations
received from one or more of such persons that no annual Form 5 reports were
required to be filed by them for the 1999 Fiscal Year, the Company believes that
all reporting requirements under Section 16(a) for such fiscal year were met by
its directors, executive officers and greater than ten percent beneficial
owners, with the exception of Mr. Lopdrup who was late in reporting a May, 1999
acquisition of 4,000 shares as part of the Company's initial public offering and
Mr. Dooling who was late in reporting a May 1999 acquisition of 100,000 shares
as part of the Company's initial public offering.
ANNUAL REPORT
A copy of the Annual Report of the Company for the 1999 Fiscal Year has
been mailed concurrently with this Proxy Statement to all stockholders entitled
to notice of and to vote at the Annual Meeting. The Annual Report is not
incorporated into this Proxy Statement and is not considered proxy solicitation
material.
15
<PAGE>
FORM 10-K
The Company filed an Annual Report on Form 10-K with the Securities and
Exchange Commission on or about March 27, 2000. Stockholders may obtain a copy
of this report, without charge, by writing to Mr. Joseph N. Stein, Chief
Strategic and Financial Officer of the Company, at the Company's principal
executive offices located at 1902 Wright Place, Suite 300, Carlsbad, California
92008.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph N. Stein
SECRETARY/CHIEF STRATEGIC AND
FINANCIAL OFFICER
Dated: April 24, 2000
16
<PAGE>
DIRECTIONS TO THE RUBIO'S RESTAURANTS, INC.
ANNUAL MEETING OF SHAREHOLDERS
AT
EDWARDS THEATRE
DEL MAR HIGHLANDS SHOPPING CENTER
12905 EL CAMINO REAL
DEL MAR, CA 92130
(858) 259-6619
AT
10:00 A.M. (PACIFIC TIME)
ON
JUNE 6, 2000
From Interstate 5 North or South exit at Del Mar Heights Road and go East.
Go through the El Camino Real Intersection and turn right into the Del Mar
Highlands Shopping Center at McDonalds (you will see Rubio's Baja Grill to the
left as you enter the center).
Go straight towards Ralphs grocery store and turn right.
Park in front of Champagne Bistro or continue down the hill for more parking.
The Edwards 8 Theatres are located on the second level by the food court.
17
<PAGE>
RUBIO'S RESTAURANTS, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RUBIO'S
RESTAURANTS, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held on June 6, 2000 and the
Proxy Statement and appoints Ralph Rubio and Joseph N. Stein and each of them,
the Proxy of the undersigned, with full power of substitution, to vote all
shares of Common Stock of Rubio's Restaurants, Inc. (the "Company") which the
undersigned is entitled to vote, either on his or her own behalf or on behalf of
any entity or entities, at the Annual Meeting of Stockholders of the Company to
be held at Edwards Theatre, Del Mar Highlands Shopping Center, Del Mar,
California on Tuesday, June 6, 2000 at 10:00 a.m. Pacific Time (the "Annual
Meeting"), and at any adjournment or postponement thereof, with the same force
and effect as the undersigned might or could do if personally present thereat.
The shares represented by this Proxy shall be voted in the manner set forth on
the reverse side.
<TABLE>
<S> <C> <C> <C>
1. To elect directors as follows:
a) to serve for a term ending upon the 2003 annual meeting of stockholders or until their successors are duly elected
and qualified;
Ralph Rubio FOR / / WITHHOLD AUTHORITY TO VOTE / /
Kyle Anderson FOR / / WITHHOLD AUTHORITY TO VOTE / /
b) to serve for a term ending upon the 2002 annual meeting of stockholders or until their successors are duly elected
and qualified;
Craig Andrews FOR / / WITHHOLD AUTHORITY TO VOTE / /
Kim Lopdrup FOR / / WITHHOLD AUTHORITY TO VOTE / /
c) to serve for a term ending upon the 2001 annual meeting of stockholders or until their successors are duly elected
and qualified.
Michael Dooling FOR / / WITHHOLD AUTHORITY TO VOTE / /
Timothy J. Ryan FOR / / WITHHOLD AUTHORITY TO VOTE / /
(CONTINUED ON REVERSE SIDE)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
2. To ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company for the fiscal year ending
December 31, 2000.
FOR / / AGAINST / / ABSTAIN / /
3. In accordance with the discretion of the proxy holders, to act upon all matters incident to the conduct of the
meeting and upon other matters as may properly come before the meeting.
FOR / / AGAINST / / ABSTAIN / /
</TABLE>
The Board of Directors recommends a vote IN FAVOR OF the directors listed
above and a vote IN FAVOR OF each of the listed proposals. This Proxy, when
properly executed, will be voted as specified above. IF NO SPECIFICATION IS
MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF THE DIRECTOR LISTED
ABOVE AND IN FAVOR OF THE OTHER PROPOSALS.
Please print the name(s) appearing on each share certificate(s) over which
you have voting authority:
__________________________________
__________________________________
Please sign your name:
__________________________________
(Authorized Signature(s))
Date: ____________________________
