09/21/2021 | Press release | Distributed by Public on 09/21/2021 13:44
As filed with the Securities and Exchange Commission on September 21, 2021.
Registration No. 333-226621
Registration No. 333-224730
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-226621
REGISTRATION STATEMENT NO. 333-224730
UNDER THE SECURITIES ACT OF 1933
___________________
EL POLLO LOCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware |
|
20-356182 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
3535 Harbor Blvd., Suite 100
Costa Mesa, California 92626
(Address of Principal Executive Offices) (Zip Code)
El Pollo Loco Holdings, Inc. Equity Incentive Plan (f/k/a 2018 Omnibus Equity Incentive Plan)
Non-Qualified Stock Option Award, Restricted Share Unit Award, Performance Share Unit Award
(Full title of the plan)
___________________
Laurance Roberts
Chief Financial Officer
El Pollo Loco Holdings, Inc.
3535 Harbor Blvd., Suite 100
Costa Mesa, California 92626
(714) 599-5000
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
___________________
Copies to:
Anne Jollay |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☐ |
|
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") relates to the following registration statements (the "Original Registration Statements") filed with the Securities and Exchange Commission (the "SEC") by El Pollo Loco Holdings, Inc. (the "Company"):
● | Registration Statement on Form S-8 (Registration No. 333-226621) filed with the SEC on August 6, 2018. |
● | Registration Statement on Form S-8 (Registration No. 333-224730) filed with the SEC on May 8, 2018. |
This Amendment is being filed by the Company in accordance with Rule 462(d) under the Securities Act of 1933, as amended, solely to file a Consent of Independent Registered Public Accounting Firm attached as Exhibit 23.1 hereto. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Original Registration Statements. No additional securities are to be registered, and registration fees were paid upon filing of the Original Registration Statements
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT ON FORM S-8
Item 8. |
Exhibits. |
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit No. |
Description |
4.1 |
|
4.2 |
|
4.3 |
|
4.4 |
|
4.5 |
|
4.6 |
|
5.1 |
|
23.1 |
Consent of BDO USA LLP, independent registered public accounting firm. |
23.2 |
|
24.1 |
* Previously filed with the Original Registration Statements
(1) Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on September 5, 2014 (File No. 001-36556) and incorporated herein by reference.
(2) Filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on September 5, 2014 (File No. 001-36556) and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on September 21, 2021
EL POLLO LOCO HOLDINGS, INC. |
|
|
/s/ Laurance Roberts |
By: |
Laurance Roberts |
|
Chief Financial Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name |
Title |
Date |
||
|
|
|
|
|
* |
|
Director, President and Chief Executive Officer (principal executive officer) |
|
September 21, 2021 |
Bernard Acoca |
|
|
|
|
|
|
|
|
|
/s/ Laurance Roberts |
|
Chief Financial Officer (principal financial and accounting officer) |
|
September 21, 2021 |
Laurance Roberts |
|
|
|
|
|
|
|
|
|
* |
|
Chairman and Director |
|
September 21, 2021 |
Michael G. Maselli |
||||
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
Douglas J. Babb |
||||
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
Samuel N. Borgese |
||||
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
Mark Buller |
||||
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
William R. Floyd |
||||
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
Dean C. Kehler |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
Carol Lynton |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 21, 2021 |
John M. Roth |
|
|
|
*Signed pursuant to a power of attorney
By: /s/ Laurance Roberts
Laurance Roberts, as attorney-in-fact