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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1999
REGISTRATION NO. 333-88601
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SANTA BARBARA RESTAURANT GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 33-0602639
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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360 SOUTH HOPE STREET, SUITE C300
SANTA BARBARA, CALIFORNIA 93105
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ANDREW D. SIMONS, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SANTA BARBARA RESTAURANT GROUP, INC.
360 SOUTH HOPE STREET, SUITE C300
SANTA BARBARA, CALIFORNIA 93105
(805) 898-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
C. CRAIG CARLSON, ESQ.
STRADLING YOCCA CARLSON & RAUTH
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660
(949) 725-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.08 par 5,998,377(2) $1.94 $11,636,851 $3,235
value shares
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</TABLE>
(1) The offering price is estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(c) using the average
of the high and low price reported by the Bulletin Board Market managed
by Nasdaq for our common stock on September 29, 1999, which was
approximately $1.94 per share.
(2) The number of shares of our common stock registered hereunder
represents 3,000,000 shares which we issued as of July 15, 1999, the
effective date of the merger (the "Merger") of La Salsa Holding Co.
with and into La Salsa Merger, Inc., our wholly-owned subsidiary. The
number of shares of our common stock registered hereunder also includes
1,500,000 shares which we issued on the conversion of $6,000,000 of our
convertible promissory notes, which we issued pursuant to the Merger.
These promissory notes were converted on August 16, 1999. The number of
shares of our common stock registered hereunder also includes 500,000
shares which are issuable upon exercise of certain warrants we issued
pursuant to the Merger. Additionally, the number of shares of our
common stock registered hereunder includes 998,377 shares held by KCC
Delaware Company, which were acquired by KCC Delaware Company on March
30, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
The following pages of the S-3 have been amended to state that our stock is
traded on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market not the
Nasdaq National Market.
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SANTA BARBARA RESTAURANT GROUP, INC.
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5,998,377 SHARES OF COMMON STOCK
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($.08 PAR VALUE)
The stockholders listed in this Prospectus under the section entitled
"Selling Stockholders" may offer and sell a total of 5,998,377 shares of our
Common Stock, par value $0.08 per share (the "Common Stock"), which they own or
will receive from time to time.
The Selling Stockholders may sell the shares of Common Stock described
in this Prospectus in public or private transactions, on or off the Nasdaq Small
Cap Market tier of the Nasdaq Stock Market ("Nasdaq Small Cap Market"), at
prevailing market prices, or at privately negotiated prices. The Selling
Stockholders may sell shares directly to purchasers or through brokers or
dealers. Brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders. We will not receive
any proceeds from the Selling Stockholders' sale of the shares of Common Stock.
We have agreed to bear the expenses in connection with the registration and sale
of the Common Stock offered by the Selling Stockholders and to indemnify the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act. More information is provided in the section titled "Plan of
Distribution."
Our common stock is currently traded on the Nasdaq Small Cap Market
under the symbol "SBRG." On September 29, 1999, the last reported sale price of
our common stock was $1.94 per share.
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INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this Prospectus is not complete and may be changed.
The selling stockholders may not sell these securities until the Registration
Statement filed with the Securities and Exchange Commission is effective. This
Prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
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This Prospectus is dated October 7, 1999
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(1) The number of shares of our common stock owned prior to this offering
include any shares of our common stock beneficially held by the Selling
Stockholder, and assumes the exercise of all warrants to purchase shares
of our common stock held by the Selling Stockholder.
(2) For each of the Selling Stockholders, other than KCC Delaware Company,
the number of shares of the Common Stock being offered under this
Prospectus represents the number of shares of Common Stock issued at the
closing of the merger with La Salsa, the number of shares issued on the
conversion of promissory notes issued at the closing of the merger with
La Salsa, as well as the number of shares issuable assuming exercise of
warrants to purchase shares of the Common Stock issued at the closing of
the merger with La Salsa.
(3) Upon the completion of the offering and assuming the sale by the Selling
Stockholders of all of the shares of the Common Stock available for
resale under this Prospectus, the Selling Stockholders will not own any
of our common stock.
(4) Burt Sugarman, who has been a director of the Company since March 30,
1999, is the Chairman and Chief Executive Officer of KCC Delaware
Company. KCC Delaware Company is a wholly-owned subsidiary of Giant
Group, Inc., a public company of which Mr. Sugarman serves as Chairman
and Chief Executive Officer.
(5) Daniel L. Skaff, who has been a director of the Company since August 16,
1999, is the Chairman and Chief Executive Officer of Sienna Holdings,
Inc., as well as the President and majority shareholder of Sienna
Associates, the general partner of Sienna Limited Partnership I and
Sienna Limited Partnership II.
PLAN OF DISTRIBUTION
All or a portion of the Common Stock offered by this Prospectus may be
offered for sale from time to time on the Nasdaq Small Cap Market or on one or
more exchanges, or otherwise at prices and terms then obtainable, or in
negotiated transactions. The distribution of these securities may be effected in
one or more transactions that may take place on the over-the-counter market,
including, among others, ordinary brokerage transactions, privately negotiated
transactions or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions may be
paid by the Selling Stockholders.
We will not receive any part of the proceeds from the sale of the Common
Stock. The Selling Stockholders and intermediaries through whom such securities
are sold may be deemed "underwriters" within the meaning of the Securities Act,
in which event commissions received by such intermediary may be deemed to be
underwriting commissions under the Securities Act. We will pay all expenses of
the registration of securities covered by this Prospectus. The Selling
Stockholders will pay any applicable underwriters' commissions and expenses,
brokerage fees or transfer taxes.
LEGAL MATTERS
Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport
Beach, California, will issue an opinion about the legality of the Common Stock
being offered by this Prospectus.
EXPERTS
Grant Thornton LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the years
ended December 31, 1997 and December 31, 1996, as set forth in
-11-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify
that we have reasonable grounds to believe that we meet all of the requirements
for filing on Form S-3 and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the City
of Santa Barbara, State of California, on the 2nd day of November, 1999.
SANTA BARBARA RESTAURANT GROUP, INC.
By: /s/ Andrew F. Puzder
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Andrew F. Puzder
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Santa Barbara Restaurant
Group, Inc., do hereby constitute and appoint Andrew F. Puzder and Theodore
Abajian, and each of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments) to
this Registration Statement, or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended; and we do hereby ratify and confirm all that the said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William P. Foley II
- ------------------------------ Chairman of the Board of Directors November 2, 1999
William P. Foley II
/s/ Andrew F. Puzder Chief Executive Officer, Director November 2, 1999
- ------------------------------ (Principal Executive Officer)
Andrew F. Puzder
/s/ Theodore Abajian Chief Financial Officer
- ------------------------------ (Principal Financial Officer and November 2, 1999
Theodore Abajian Accounting Officer)
/s/ Frank P. Willey
- ------------------------------ Director November 2, 1999
Frank P. Willey
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