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As
filed with the Securities and Exchange Commission on March 22, 2011
File No. 333-138160
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BURGER KING HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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75-3095469 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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5505 Blue Lagoon Drive |
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Miami, Florida 33126
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33126 |
(Address of Principal Executive Offices)
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(Zip Code) |
BURGER KING HOLDINGS, INC. EQUITY INCENTIVE PLAN
BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Anne Chwat, Esq.
General Counsel
Burger King Holdings, Inc.
5505 Blue Lagoon Drive
Miami, Florida 33126
(Name and address of agent for service)
Telephone: (305) 378-3000
(Telephone number, including area code, of agent for service)
Copies to:
Kara L. MacCullough, Esq.
Holland & Knight LLP
701 Brickell Avenue
Miami, FL 33131
Telephone: (305) 374-8500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated Filer o
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Non-accelerated filer þ
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Amendment), relates to the Registration Statement
on Form S-8 (the Registration Statement), File No. 333-138160, of Burger King Holdings, Inc. (the
Company), filed with the Securities and Exchange Commission on October 23, 2006. The
Registration Statement pertains to the registration of an aggregate of 17,275,639 shares of the
Companys common stock, $0.01 par value per share (the Shares), issuable under the Burger King
Holdings, Inc. Equity Incentive Plan and the Burger King Holdings, Inc. 2006 Omnibus Incentive
Plan. The Company has filed this Amendment to withdraw and remove from registration the Companys
unissued and unsold Shares issuable pursuant to the Registration Statement.
On October 19, 2010, pursuant to the Agreement and Plan of Merger, dated as of September 2,
2010, among the Company, Burger King Worldwide Holdings, Inc. (formerly known as Blue Acquisition
Holding Corporation), a Delaware corporation (Parent), and Blue Acquisition Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (Sub), Sub merged with and into the Company,
with the Company continuing as the surviving corporation (the Merger).
As a result of the Merger, the offerings of the Companys Shares pursuant to the Registration
Statement have been terminated. In accordance with an undertaking made by the Company in the
Registration Statement to remove from registration, by means of a post-effective amendment, any
securities of the Company which remain unsold at the termination of the offerings, the Company
files this Amendment to terminate the effectiveness of the Registration Statement and to remove
from registration all of the Shares registered but unsold under the Registration Statement as of the
date hereof, if any.
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
Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of
Florida, on the 22 day of March, 2011.
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BURGER KING HOLDINGS, INC.
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By: |
/s/ Bernardo Hees |
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Name: |
Bernardo Hees |
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Title: |
Chief Executive Officer and Director |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities and on
the date indicated.
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Signature |
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Date |
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/s/ Bernardo Hees
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Chief Executive Officer and Director
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March 22, 2011 |
Bernardo Hees |
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/s/ Daniel Schwartz
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Chief Financial Officer
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March 22, 2011 |
Daniel Schwartz
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(Principal Financial Officer) |
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SVP, Chief Accounting Officer
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March 22, 2011 |
David Chojnowski
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(Principal Accounting Officer) |
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Co-Chairman of the Board of Directors
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March 22, 2011 |
Alexandre Behring |
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Co-Chairman of the Board of Directors
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March 22, 2011 |
John W. Chidsey |
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Director
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March 22, 2011 |
Paul J. Fribourg |
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Director
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March 22, 2011 |
Peter Harf |
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/s/ Marcel Herrmann Telles
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Director
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March 22, 2011 |
Marcel Herrmann Telles |
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/s/ Carlos Alberto Sicupira
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Director
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March 22, 2011 |
Carlos Alberto Sicupira |
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