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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 29, 2000
(Date of earliest event reported)
Prandium, Inc.
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 33-14051 33-0197361
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
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18831 Von Karman Avenue, Irvine, California 92612
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(Address of principal executive offices, including zip code)
(949) 757-7900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On December 29, 2000, Mr. Kevin Relyea, the Registrant's Chief Executive
Officer and President, acquired approximately 53.1% of the Registrant's
outstanding capital stock pursuant to the terms of a Share Purchase and Sale
Agreement by and between Mr. Relyea and AIF II, L.P., dated December 29, 2000.
On that date, Mr. Relyea purchased 95,831,997 outstanding shares of common stock
of the Registrant held by AIF II, L.P. for an aggregate consideration of $15,000
in cash, the source of which was Mr. Relyea's personal funds. After giving
effect to the acquisition, Mr. Relyea beneficially owns approximately 54.5% of
the outstanding capital stock of the Registrant (including all of the options
held by Mr. Relyea that are currently exercisable or are exercisable next 60
days).
Item 4. Other Events
On January 4, 2001, each of David Ament, Peter P. Copses, Antony P.
Ressler, A. William Allen, III and George G. Golleher resigned from the
Registrant's Board of Directors and the number of directors was reduced to two.
A replacement director has not yet been appointed to fill the remaining vacancy
on the Registrant's Board of Directors.
1
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
Dated: January 5, 2001
PRANDIUM, INC.
By: /s/ Todd E. Doyle
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Name: Todd E. Doyle
Title: Executive Vice President
and General Counsel
