RUBIOS RESTAURANTS INC 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 18, 2010
RUBIOS RESTAURANTS, INC.
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (760) 929-8226
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On July 18, 2010, Rubios Restaurants, Inc., a Delaware corporation (Rubios), entered into an Amendment (the Amendment) to the Agreement and Plan of Merger by and among MRRC Merger Co., a Delaware corporation, MRRC Hold Co., a Delaware corporation and Rubios, dated May 9, 2010 (the Merger Agreement). The Amendment provides that for the amendment and restatement of the certificate of incorporation of the surviving corporation to substantially conform the indemnification, advancement and exculpation provisions therein to those included in Rubios certificate of incorporation immediately prior to the merger. The Merger Agreement otherwise remains in full force and effect. The Board of Directors of Rubios approved the Amendment on July 13, 2010.
A copy of the Amendment is attached hereto as Exhibit 2.2 to this Form 8-K and is incorporated herein by reference. The foregoing summary of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment
Important Additional Information
All parties desiring details regarding the transaction are urged to review the Merger Agreement and Amendment. In connection with the proposed transaction, Rubios will file with the Securities and Exchange Commission, or SEC, a proxy statement, and Rubios plans to file with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER FILED DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Shareholders will be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) filed with the SEC from the SECs website at www.sec.gov. Shareholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Rubios Restaurants, Inc., Attention: Frank Henigman, 1902 Wright Place, Suite 300, Carlsbad, CA 92008, or from Rubios website, www.rubios.com. Rubios and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from stockholders of Rubios in favor of the proposed merger. Information regarding Rubios directors and executive officers is contained in Rubios Form 10-K filed with the SEC on March 26, 2010, as amended by the Form 10-K/A filed with the SEC on April 26, 2010. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC (when available).
This document contains certain forward-looking statements about Rubios that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Merger due to the failure to satisfy the other conditions to completion of the Merger; (3) the risk that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; and (4) other risks that are set forth in the Risk Factors, Legal Proceedings and Management Discussion and Analysis of Results of Operations and Financial Condition sections of Rubios filings with the SEC, including its most recent annual report on Form 10-K, as amended. Many of the factors that will determine the consummation of the Merger are beyond Rubios ability to control or predict. Rubios undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: July 19, 2010