- Amended Statement of Ownership: Solicitation (SC 14D9/A)
June 15 2011 - 4:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
California
Pizza Kitchen, Inc.
(Name of Subject Company)
California Pizza Kitchen, Inc.
(Name of Persons Filing Statement)
Common stock,
par value $0.01 per share
(Title of Class of Securities)
13054D109
(CUSIP Number of Class of Securities)
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Richard L. Rosenfield
Co-Chief Executive Officer and Co-President
California Pizza Kitchen,
Inc.
6053 West Century Boulevard, 11th Floor
Los Angeles, California 90045-6438
(310) 342-5000
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Larry S. Flax
Co-Chief Executive Officer and Co-President
California Pizza Kitchen,
Inc.
6053 West Century Boulevard, 11th Floor
Los Angeles, California 90045-6438
(310)
342-5000
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(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Paul D. Tosetti, Esq.
J. Scott Hodgkins, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 485-1234
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Introduction
This Amendment No. 1 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the
Statement) originally filed with the U.S. Securities and Exchange Commission (the SEC) by California Pizza Kitchen, Inc., a Delaware corporation (the Company), on June 8, 2011. The Statement relates to
the tender offer by CPK Merger Sub Inc., a Delaware corporation (the Purchaser) and a wholly owned subsidiary of CPK Holdings Inc., a Delaware corporation (Parent), to purchase all of the issued and outstanding shares of
common stock, par value $0.01 per share, of the Company at a purchase price of $18.50 per share, net to the holder in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated June 8, 2011, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Parent and certain of its affiliates, including Purchaser, with the SEC
on June 8, 2011.
Except as otherwise set forth below, the information set forth in the original Statement remains
unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8.
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ADDITIONAL INFORMATION.
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Item 8,
Additional Information
, is hereby amended and supplemented by inserting after the third paragraph under the heading
Additional
Information
Litigation
beginning on page 42 of the Statement the following:
On June 10,
2011, a putative class action lawsuit captioned
Lane v. Flax, et al.
, Case No. 6556-VCS, was filed in the Delaware Court of Chancery. The complaint names as defendants the members of the Company Board, as well as the Company, Golden Gate
Capital, Parent and the Purchaser. The plaintiff alleges that the Company Board breached its fiduciary duties to the Companys stockholders in connection with the Offer and the Merger, and further claims that Golden Gate Capital, Parent and
Purchaser aided and abetted those alleged breaches of fiduciary duty. The complaint alleges that the Offer and the Merger involve an unfair price, an inadequate sales process, that the deal protections contained in the Merger Agreement are
preclusive, and that the Company has failed to make adequate disclosures about the background of the Offer and the Merger and the work performed by Moelis as the Companys financial advisor with respect to the Offer and the Merger. The
complaint seeks injunctive relief, including to enjoin the Offer and the Merger, rescission or rescissory damages in the event the Offer or the Merger is consummated, and an award of attorneys and other fees and costs, in addition to other
relief. The Company believes the plaintiffs allegations lack merit and intends to contest them vigorously.
Item 9,
Exhibits
, is hereby amended and supplemented by inserting the following exhibit thereto:
(a)(17) Class Action Complaint dated June 10, 2011 (Lane v. Larry S. Flax, et al.)(incorporated by reference to Exhibit (a)(9) to the Schedule TO).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
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CALIFORNIA PIZZA KITCHEN, INC.
a Delaware corporation
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Dated: June 15, 2011
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By:
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/s/ Richard L. Rosenfield
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Co-Chairman of the Board, Co-Chief Executive
Officer, and Co-President
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By:
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/s/ Larry S. Flax
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Co-Chairman of the Board, Co-Chief Executive
Officer, and Co-President
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