WASHINGTON, D.C. 20549
FOGO DE CHÃO, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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45-5353489
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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5908 Headquarters Drive, Suite
K200
Plano, TX 75024
(972) 960-9533
(Address, Including Zip Code, and Telephone
Number, Including Area Code,
of Registrant’s Principal Executive
Offices)
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Albert G. McGrath
General Counsel
Fogo de Chão, Inc.
5908 Headquarters Drive, Suite K200
Plano, TX 75024
(972) 960-9533
(Name, Address, Including Zip Code, and
Telephone Number, Including
Area Code, of Agent for Service)
Approximate date of commencement of proposed
public sale: Not applicable.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.
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If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this
“Post-Effective Amendment”), filed by Fogo De Chão, Inc., a Delaware corporation (the “Company”),
relates to the Registration Statement on Form S-3 (File No. 333-217220) filed by the Company with the U.S. Securities and Exchange
Commission on April 7, 2017 and declared effective on April 28, 2017, as amended (the “Registration Statement”),
which registered for sale an unspecified amount of the Company’s common stock, preferred stock, debt securities, warrants,
purchase contracts and units and 23,649,853 shares of common stock for resale. The Company is filing this Post-Effective Amendment
to remove from registration all Securities previously registered under the Registration Statement that have not been sold or otherwise
issued as of the date of this Post-Effective Amendment.
On April 5, 2018, pursuant to the Agreement
and Plan of Merger, dated as of February 20, 2018, among the Company, Prime Cut Intermediate Holdings Inc., a Delaware corporation
(“Parent”), and Prime Cut Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger
Subsidiary”), Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary
of Parent (the “Merger”). As a result of the Merger, all offers and sales of the Company’s securities pursuant
to the Registration Statement have been terminated.
In accordance with undertakings made
by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities
that were registered under the Registration Statement for issuance that remain unsold at the termination of the offering, the
Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement
as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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 Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Plano, Texas, on April 5, 2018.
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FOGO DE CHÃO, INC.
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By:
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/s/
Lawrence J. Johnson
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Name:
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Lawrence J. Johnson
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Title:
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Chief Executive Officer
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No other person is required to sign these Post-Effective Amendments
to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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