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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
RUBIO'S RESTAURANTS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
78116B102
(CUSIP Number)
MAY 26, 1999
(Date of Event Which Requires Filing of this Statement)
Kyle Anderson
Rosewood Capital, L.P.
One Maritime Plaza #1330
San Francisco, CA 94111
(415) 362-5526
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No.: 78116B102
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1 NAME OF REPORTING PERSON
Rosewood Capital, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5 SOLE VOTING POWER
NUMBER OF SHARES - 1,526,812 -
BENEFICIALLY --------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-1,526,812-
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,812
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2%
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12 TYPE OF REPORTING PERSON
PN
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Item 1.
(a) NAME OF ISSUER: Rubio's Restaurants, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1902 Wright Place, Suite 300
Carlsbad, CA 92008
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Item 2.
(a) NAME OF PERSON FILING: Rosewood Capital, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
One Maritime Plaza #1330
San Francisco, California 94111
(c) CITIZENSHIP: State of California
(d) TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $.001
(e) CUSIP NUMBER: 78116B102
Item 3. Not Applicable.
Item 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: -1,526,812-
(b) PERCENT OF CLASS: 17.2%
(1) Rosewood Capital, L.P. ("Rosewood") is the registered
holder of 1,526,812 shares of Common Stock. Pursuant to Rule
13d-1(c) of the Securities Exchange Act of 1934, as amended,
Rosewood is required to file a Schedule 13G with respect to
such shares by February 14, 2000. Rosewood became the
registered holder of such shares of Common Stock by virtue of
the effectiveness of that certain Form S-1 of Rubio's
Restaurants, Inc. on or about May 26, 1999 and the completion
of the initial public offering of Common Stock of Rubio's
Restaurants, Inc. Upon completion of such initial public
offering, Rosewood's 1,526,812 shares of preferred stock in
Rubio's Restuarants, Inc. automatically converted into Common
Stock on a one-for-one basis.
(2) Based on 8,867,119, the number of shares of Common Stock
outstanding as of November 2, 1999 (as reported in Rubio's
Restaurants, Inc.'s Form 10-Q filed with the SEC on November
10, 1999), Rosewood's percentage ownership is 17.2% as of the
date of this filing.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE -1,526,812-
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE -0-
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF -1,526,812-
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF -0-
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
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Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF A GROUP
Not Applicable.
Item 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[Remainder of page intentionally blank]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 2000
ROSEWOOD CAPITAL, L.P.
By: Rosewood Capital Associates, L.L.C.,
a Delaware limited liability company
By: /s/ Kyle Anderson
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Kyle A. Anderson
Managing Member
