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As filed with the Securities and Exchange Commission on November 6, 1998
Registration No. 333-23263
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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KOO KOO ROO, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3132583
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
11075 Santa Monica Boulevard
Suite 225
Los Angeles, California 90025
(310) 479-2080
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Ronald D. Garber, Esq.
General Counsel and Corporate Secretary
Koo Koo Roo, Inc.
11075 Santa Monica Boulevard, Suite 225
Los Angeles, California 90025
(310) 479-2080
(Name, address, including zip code, telephone number, including area code, of
agent for service)
___________________
It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
Anthony J. Richmond, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071
(213) 485-1234
___________________
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.[_]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
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KOO KOO ROO, INC.
DEREGISTRATION OF UNSOLD COMMON STOCK
Koo Koo Roo, Inc., a Delaware corporation, currently has on file with
the Securities and Exchange Commission a registration statement on Form S-3
(File No. 333-23263), declared effective June 17, 1997 (the "Registration
Statement"), registering certain shares of its common stock, par value $.01 per
share (the "Common Stock"). The Company hereby deregisters the approximately
505,689 shares of Common Stock which remain unsold under the Registration
Statement.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on November 4, 1998.
KOO KOO ROO, INC.
By /s/ Kevin S. Relyea
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Kevin S. Relyea
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to Registration Statement has been signed below by
the following persons on the dates and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin S. Relyea Chief Executive Officer November 4, 1998
- ------------------------------------- and Director (Principal
Kevin S. Relyea Executive Officer)
/s/ Robert T. Trebing, Jr. Vice President and Director November 4, 1998
- ------------------------------------- (Principal Financial Officer
Robert T. Trebing, Jr. and Principal Accounting
Officer)
</TABLE>
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