Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
5141
(Primary Standard Industrial Classification Code Number) |
20-3031526
(I.R.S. Employer Identification No.) |
F. Mitchell Walker, Jr. Esq.
D. Scott Holley, Esq. Bass, Berry & Sims PLC 150 Third Avenue South, Suite 2800 Nashville, Tennessee 37201 (615) 742-6200 |
Marc D. Jaffe, Esq.
Ian D. Schuman, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 |
Large accelerated
filer
o
|
Accelerated filer o |
Non-accelerated
filer
þ
(Do not check if a smaller reporting company) |
Smaller reporting company o |
The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is declared effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting
an offer to buy these securities in any state where the offer or
sale is not permitted.
|
PER SHARE | TOTAL | |||||||
Public Offering Price
|
$ | $ | ||||||
Underwriting Discounts and Commissions
|
$ | $ | ||||||
Proceeds to The Chefs Warehouse, Inc. Before Expenses
|
$ | $ | ||||||
Proceeds to Selling Stockholders Before Expenses
|
$ | $ |
Jefferies
|
BMO Capital Markets | Wells Fargo Securities |
BB&T Capital Markets | Canaccord Genuity |
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F-1
EX-3.2
EX-3.3
EX-3.4
EX-4.1
EX-10.12
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-10.19
EX-10.20
EX-10.21
EX-23.1
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34
II-6
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Our success depends to a significant extent on general economic
conditions, including changes in disposable income levels and
consumer spending trends;
Conditions beyond our control could materially affect the cost
and/or
availability of our specialty food products
and/or
interrupt our distribution network;
Our business is low-margin in nature and our profit margins are
sensitive to inflationary and deflationary pressures;
Because our foodservice distribution operations are principally
concentrated in six culinary markets, we are susceptible to
economic and other developments, including adverse weather
conditions, in these areas;
Damage to our reputation or lack of acceptance of our specialty
food products
and/or
the
brands we carry in existing and new markets could materially and
adversely impact our business, financial condition or results of
operations;
Our profit margins may be negatively affected if group
purchasing organizations are successful in adding our
independent restaurant customers as members;
A significant portion of our future growth is dependent upon our
ability to expand our operations in our existing markets and to
penetrate new markets, including through acquisitions; and
We may have difficulty managing and facilitating our future
growth.
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Common stock offered by us
shares
Common stock offered by the selling stockholders
shares
Common stock to be outstanding immediately after this
offering
shares
redeem or repurchase all of our outstanding senior subordinated
notes due 2014 and pay any accrued but unpaid interest thereon
and other related fees, including the call premium associated
with such redemption or repurchase; and
repay all of our loans outstanding under our existing senior
secured credit facilities and any accrued but unpaid interest
thereon and other related fees.
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8
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PRO
FORMA
(1)
FISCAL YEAR
THREE MONTHS
FISCAL YEAR ENDED
THREE MONTHS ENDED
ENDED
ENDED
DECEMBER 24,
DECEMBER 25,
DECEMBER 26,
MARCH 25,
MARCH 26,
DECEMBER 24,
MARCH 25,
2010
2009
2008
2011
2010
2010
2011
(In thousands, except per share data)
$
330,118
$
271,072
$
281,703
$
83,183
$
70,000
$
330,118
$
83,183
244,340
199,764
211,387
61,148
52,017
244,340
61,148
85,778
71,308
70,316
22,035
17,983
85,778
22,035
64,206
57,977
60,314
16,976
14,953
21,572
13,331
10,002
5,059
3,030
4,041
2,815
3,238
3,450
627
(910
)
(658
)
1,118
(81
)
(183
)
(910
)
(81
)
3
3
18,441
11,174
5,646
1,687
2,586
2,567
2,213
3,450
667
1,050
$
15,874
$
8,961
$
2,196
$
1,020
$
1,536
(4,123
)
(6,207
)
(3,000
)
(1,180
)
(22,429
)
$
(10,678
)
$
2,754
$
(804
)
$
1,020
$
356
$
(0.15
)
$
0.04
$
(0.01
)
$
0.02
$
0.00
$
(0.15
)
$
0.03
$
(0.01
)
$
0.02
$
0.00
72,494
77,827
76,663
52,526
76,573
72,494
81,851
76,663
54,375
79,515
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PRO
FORMA
(1)
FISCAL YEAR
THREE MONTHS
FISCAL YEAR ENDED
THREE MONTHS ENDED
ENDED
ENDED
DECEMBER 24,
DECEMBER 25,
DECEMBER 26,
MARCH 25,
MARCH 26,
DECEMBER 24,
MARCH 25,
2010
2009
2008
2011
2010
2010
2011
(In thousands, except per share data)
$
13,524
$
11,885
$
1,616
$
3,136
$
2,515
$
(4,871
)
$
(4,827
)
$
(5,848
)
$
(389
)
$
(513
)
$
(7,550
)
$
(7,774
)
$
3,591
$
(3,869
)
$
(1,547
)
$
(1,133
)
$
(1,061
)
$
(1,848
)
$
(389
)
$
(513
)
$
24,585
$
15,906
$
10,869
$
5,525
$
3,676
$
23,937
$
16,345
$
12,340
$
5,134
$
3,580
ACTUAL
AS ADJUSTED
AS OF
AS OF
MARCH 25,
MARCH 25,
2011
2011
(5)
(In thousands)
$
856
$
12,866
(4)
$
81,297
$
81,999
$
129,089
$
(47,792
)
(1)
The pro forma data gives effect to
the redemption of our Class A units, our conversion to a
subchapter C corporation, this offering and the use of proceeds
therefrom and the incurrence of
$ million of borrowings under
our new senior secured credit facilities, as if they had been
consummated on December 26, 2009. For a detailed
presentation of this unaudited condensed consolidated pro forma
statement of operations data, including a description of the
transactions and assumptions underlying the pro forma
adjustments giving rise to these results, please see the
information contained under the caption Unaudited Pro
Forma Condensed Consolidated Financial Statements
beginning on
page F-21
of this prospectus.
(2)
Accreted dividends and the
distribution for the final redemption of the Class A units are
removed from earnings from the net income (loss) attributable to
members units as these distributions were not available to
those members. For more information, see Note 2 to our
audited consolidated financial statements included elsewhere in
this prospectus.
(3)
EBITDA represents earnings before
interest, taxes, depreciation and amortization. Adjusted EBITDA
represents earnings before interest, taxes, depreciation and
amortization plus adjustments (i) in each of the periods
for the gain or loss associated with the marking to market of an
interest rate swap we entered into in 2005 that expired in
January 2011; (ii) in the three months ended March 25,
2011 for the gain associated with foreign exchange contracts;
(iii) in 2009 for severance costs related to our management
restructuring; and (iv) in each of the periods other than
the three months ended March 25, 2011 for a management fee
paid to BGCP/DL, LLC, or BGCP, a former member of ours, that
will no longer be paid as a result of our redemption of all of
our Class A units in October 2010. We are presenting EBITDA
and Adjusted EBITDA, which are not measurements determined in
accordance with U.S. generally accepted accounting principles,
or GAAP, because we believe each of these measures provides an
additional metric to evaluate our operations and which we
believe, when considered with both our GAAP results and the
reconciliation to net income, provides a more complete
understanding of our business than could be obtained absent this
disclosure. We use EBITDA and Adjusted EBITDA, together with
financial measures prepared in accordance with GAAP, such as
revenue and cash flows from operations, to assess our historical
and prospective operating performance and to enhance our
understanding of our core operating performance. Each of EBITDA
and Adjusted EBITDA is presented because (i) we believe it
is a useful measure for investors to assess the operating
performance of our business without the effect of non-cash
depreciation and amortization expenses and, in the case of
Adjusted EBITDA, the above-described adjustments; (ii) we
believe that investors will find it useful in assessing our
ability to service or incur indebtedness; and (iii) we use
it internally as a benchmark to evaluate our operating
performance or compare our performance to that of our
competitors. The use of EBITDA and Adjusted EBITDA as
performance measures permits a comparative assessment of our
operating performance relative to our performance based upon our
GAAP results while isolating the effects of some items that vary
from period to period without any correlation to core operating
performance or that vary widely among similar companies.
Companies within the foodservice distribution industry exhibit
significant variations with respect to capital structures and
cost of capital (which
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affect interest expense and tax
rates) and differences in book depreciation of facilities and
equipment (which affect relative depreciation expense),
including significant differences in the depreciable lives of
similar assets among various companies. Our management believes
that both EBITDA and Adjusted EBITDA facilitate
company-to-company
comparisons within our industry by eliminating some of the
foregoing variations.
Neither EBITDA nor Adjusted EBITDA
is a measurement determined in accordance with GAAP and each
should not be considered in isolation or as an alternative to
net income, net cash provided by operating, investing or
financing activities or other financial statement data presented
as indicators of financial performance or liquidity, each as
presented in accordance with GAAP. Neither EBITDA nor Adjusted
EBITDA should be considered as a measure of discretionary cash
available to us to invest in the growth of our business. EBITDA
and Adjusted EBITDA as presented may not be comparable to other
similarly titled measures of other companies, and our
presentation of EBITDA and Adjusted EBITDA should not be
construed as an inference that our future results will be
unaffected by unusual items.
Our management recognizes that both
EBITDA and Adjusted EBITDA have limitations as analytical
financial measures, including the following:
A reconciliation of EBITDA and
Adjusted EBITDA to net income is provided below.
FISCAL YEAR ENDED
THREE MONTHS ENDED
DECEMBER 24,
DECEMBER 25,
DECEMBER 26,
MARCH 25,
MARCH 26,
2010
2009
2008
2011
2010
(In thousands)
$
15,874
$
8,961
$
2,196
$
1,020
$
1,536
4,041
2,815
3,238
3,450
627
2,103
1,917
1,985
388
463
2,567
2,213
3,450
667
1,050
$
24,585
$
15,906
$
10,869
$
5,525
$
3,676
(910
)
(658
)
1,118
(81
)
(183
)
(310
)
745
262
352
353
87
$
23,937
$
16,345
$
12,340
$
5,134
$
3,580
(a)
Represents the gain or loss we experienced on our interest rate
swap in each period. When we entered into our interest rate swap
in 2005, we did not elect to account for it under hedge
accounting rules. As such, the mark-to-market movement of the
swap is recorded through our statement of operations. This
interest rate swap expired in January 2011.
(b)
Represents the unrealized gain we experienced on our Eurodollar
collar we entered into in the first quarter of 2011 as a hedge
against imported products denominated, and paid for, in Euros.
(c)
Represents cash severance payments to individuals in connection
with our 2009 management restructuring.
(d)
Represents the annual management fee we paid to BGCP in the
respective periods. We redeemed all of our Class A units
owned by BGCP in October 2010.
(4)
Working capital is defined as the difference between current
assets and current liabilities. At March 25, 2011, the
then-outstanding balance under our senior secured revolving
credit facility of $9.7 million was included within the
current portion of long-term debt.
(5)
Gives effect to (i) the reorganization transaction that is
expected to occur prior to the effectiveness of this
registration statement, (ii) this offering and
(iii) the application of the net proceeds of this offering
as described under the caption Use of Proceeds and
$ million
of borrowings under our new senior secured credit facilities.
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maintaining the existing customer base;
optimizing delivery routes;
coordinating administrative, distribution and finance functions;
and
integrating management information systems and personnel.
16
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requires us to utilize a substantial portion of our cash flows
from operations to make payments on our indebtedness, reducing
the availability of our cash flows to fund working capital,
capital expenditures, development activity and other general
corporate purposes;
increases our vulnerability to adverse general economic or
industry conditions;
limits our flexibility in planning for, or reacting to, changes
in our business or the industries in which we operate;
makes us more vulnerable to increases in interest rates, as
borrowings under our new senior secured revolving credit
facility are expected to be at variable rates;
limits our ability to obtain additional financing in the future
for working capital or other purposes, including to finance
acquisitions; and
places us at a competitive disadvantage compared to our
competitors that have less indebtedness.
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19
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the products we distribute in the United States are subject to
regulation and inspection by the U.S. Food and Drug
Administration, or FDA, and the U.S. Department of
Agriculture, or USDA;
our warehouse, distribution facilities and operations also are
subject to regulation and inspection by the FDA, the USDA and
state health authorities; and
our U.S. trucking operations are regulated by the
U.S. Department of Transportation and the U.S. Federal
Highway Administration.
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our quarterly or annual earnings or those of other companies in
the foodservice distribution industry;
changes in laws or regulations, or new interpretations or
applications of laws and regulations, that are applicable to our
business;
the publics reaction to our press releases, our other
public announcements and our filings with the SEC;
changes in accounting standards, policies, guidance,
interpretations or principles;
additions or departures of our founders or other key employees;
sales of common stock by our directors, founders or other key
employees;
adverse market reaction to any indebtedness that we may incur or
securities that we may issue in the future;
actions by our stockholders;
the level and quality of research analyst coverage of our common
stock, changes in financial estimates or investment
recommendations by securities analysts following our business or
any failure to meet such estimates;
the financial disclosure we may provide to the public, any
changes in such disclosure or our failure to meet such
disclosure;
various market factors or perceived market factors, including
rumors, whether or not correct, involving us, our suppliers or
our customers;
introductions of new offerings or new pricing policies by us or
by our competitors;
acquisitions or strategic alliances by us or our competitors;
short sales, hedging and other derivative transactions involving
shares of our common stock;
the operating and stock price performance of other companies in
the foodservice distribution industry; and
other events or factors, including changes in general conditions
in the United States and global economies or financial markets
(including those resulting from Acts of God, war, incidents of
terrorism or responses to such events).
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23
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shares will be shares that we and the selling stockholders are
selling in this offering and, unless purchased by affiliates,
may be resold in the public market without restriction
immediately after this offering; and
shares will be restricted securities, as defined in
Rule 144 under the Securities Act, and eligible for sale in
the public market pursuant to the provisions of Rule 144,
all of which are subject to
lock-up
agreements and will become available for resale in the public
market beginning 180 days after the date of this prospectus.
24
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authorizing the issuance of blank check preferred
stock, the terms of which may be established and shares of which
may be issued without stockholder approval;
prohibiting stockholder action by written consent, thereby
requiring all stockholder actions to be taken at a meeting of
our stockholders;
eliminating the ability of stockholders to call a special
meeting of stockholders; and
establishing advance notice requirements for nominations for
election to the board of directors or for proposing matters that
can be acted upon at stockholder meetings.
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our sensitivity to general economic conditions, including the
current economic environment, changes in disposable income
levels and consumer discretionary spending on
food-away-from-home purchases;
our vulnerability to economic and other developments in the
geographic markets in which we operate;
risks of supply chain interruptions due to lack of long-term
contracts, severe weather or more prolonged climate change, work
stoppages or otherwise;
changes in the availability or cost of our specialty food
products;
our ability to effectively price our specialty food products and
reduce our expenses;
the relatively low margins of the foodservice distribution
industry and our sensitivity to inflationary pressures;
the ability of group purchasing organizations to attract our
independent restaurant customers and the resulting negative
effect on our profit margins;
damage to our reputation or lack of acceptance of our brands;
changes in attitudes or negative publicity regarding food safety
and health concerns;
our ability to successfully identify, obtain financing for and
complete acquisitions of other foodservice distributors and to
realize expected synergies from those acquisitions;
labor shortages or increased labor costs;
changes in attitudes or negative publicity regarding food safety
and health concerns;
sales and expense trends;
our expectation regarding the provision for losses on accounts
receivable;
increased fuel costs and expectations regarding the use of fuel
surcharges;
the loss of key members of our management team and our ability
to replace such personnel;
strain on our infrastructure and resources caused by our growth;
the concentration of ownership among our existing executives,
directors and principal stockholders, which may prevent new
investors from influencing significant corporate decisions;
the impact of litigation;
our inability to obtain
and/or
maintain adequate levels of insurance coverage;
the impact of our substantial indebtedness;
our ability to raise capital in the future;
26
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future asset impairment charges;
inadequate protection of our intellectual property;
our ability to raise capital in the future;
the failure or breach of our information technology systems;
increased costs and obligations as a result of our being a
public company;
the impact of federal, state and local tax rules; and
other factors included under the captions Risk
Factors, Managements Discussion and Analysis
of Financial Condition and Results of Operations and
Our Business.
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To redeem or repurchase all of our outstanding senior
subordinated notes due 2014 and any accrued but unpaid interest
thereon and other related fees, including the call premium of
approximately $0.8 million associated with such redemption
or repurchase. Interest on our senior subordinated notes accrues
at a rate of 20% semi-annually in arrears. As of March 25,
2011, approximately $16.3 million in aggregate principal
amount of our senior subordinated notes were outstanding. Since
October 2010, we have elected to capitalize accrued but unpaid
interest on our senior subordinated notes. As of March 25,
2011, we had $1.3 million of capitalized and unpaid
interest.
To repay all of our loans outstanding under our existing senior
secured credit facilities and any accrued but unpaid interest
thereon and other related fees. As of March 25, 2011, our
existing senior secured term loan facility had an outstanding
balance of approximately $72.5 million and matures on
April 23, 2014. The weighted-average interest rate of our
outstanding indebtedness under our existing senior secured term
loan facility was 11% for both the year ended December 24,
2010 and the three months ended March 25, 2011. An
affiliate of Jefferies & Company, Inc. is a lender
under our existing term loan facility and one of the holders of
our senior subordinated notes and will receive more than 5% of
the proceeds from this offering (after taking into account
underwriters discounts and commissions and offering
expenses payable by us). See Underwriting
Affiliations and Conflicts of Interest. As of
March 25, 2011, our existing senior secured revolving
credit facility had an outstanding balance of approximately
$9.7 million and matures on October 22, 2013. The
weighted-average interest rate of our outstanding indebtedness
under our existing senior secured revolving credit facility was
approximately 3.4% for the year ended December 24, 2010 and
3.8% for the three months ended March 25, 2011.
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29
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on an actual basis; and
on an as adjusted basis to give effect to (i) the sale
of shares
of common stock in this offering at an assumed initial public
offering price of $ per share,
which is the midpoint of the range set forth on the cover page
of this prospectus, and after deducting underwriting discounts
and commissions and estimated fees and expenses payable by us,
(ii) the reorganization transactions, as described under
the caption Certain Relationships and Related-Party
Transactions Reorganization Transaction,
(iii) the new senior secured credit facilities, and
(iv) the application of the net proceeds of this offering
and borrowings under our new senior secured credit facilities as
described under the caption Use of Proceeds.
AS OF MARCH 25, 2011
(In thousands)
ACTUAL
AS ADJUSTED
$
856
$
9,701
70,555
(3)
16,250
82
$
96,588
(47,792
)
(7)
$
48,796
$
(1)
Our existing senior secured
revolving credit facility provides for borrowings of up to
$25.0 million, of which $15.3 million was available as
of March 25, 2011 for working capital and general corporate
purposes.
At ,
2011, we had borrowed $ under this
revolving credit facility, including the approximately
$8.9 million we borrowed to finance our acquisition on
June 24, 2011 of certain of the assets of Harry Wils &
Co.
(2)
We had $72.5 million in term
loans outstanding under our existing senior secured term loan
facility as of March 25, 2011. Between October 22,
2010 and March 25, 2011, we repaid approximately
$2.5 million of the outstanding balance of our existing
senior secured term loan facility.
(3)
Net of original issue discount of
$1.9 million. On June 24, 2011, we made a $1.3 million
payment to reduce the principal balance of our existing senior
secured term loan facility.
(4)
Reflects our balance sheet
liability related to our senior subordinated notes due 2014
calculated in accordance with GAAP. Interest on our senior
subordinated notes accrues at a rate of 20% semi-annually in
arrears. Since October 2010, we have elected to capitalize
accrued but unpaid interest on the senior subordinated notes as
permitted under the related note purchase agreement. As of
March 25, 2011, total unpaid interest included in the
balance of the senior subordinated notes since the issuance of
the senior subordinated notes amounted to $1.3 million.
(5)
We expect that our new senior
credit facilities will provide for (i) a $30.0 million
senior secured term loan facility, maturing in July 2015, and
(ii) a senior secured revolving credit facility under which
we may initially borrow up to $50.0 million, maturing in
July 2015.
(6)
A $1 increase (decrease) in the
assumed initial public offering price of
$ per share, which is the midpoint
of the range set forth on the cover page of this prospectus,
would increase (decrease) each of cash and cash equivalents,
total stockholders equity and total capitalization by
$ million, assuming the
number of shares offered by us, as set forth on the cover page
of this prospectus, remains the same and after deducting
estimated underwriting discounts and commissions and estimated
offering expenses payable by us.
(7)
Adjusted to reflect the write off
of $ in deferred financing costs
for the indebtedness being repaid in connection with this
offering and the redemption premium associated with the
repayment of our outstanding senior subordinated notes of
approximately $0.8 million. As adjusted data does not give
effect to the compensation expense associated with the equity
awards that will vest upon completion of this offering, which we
estimate will be approximately
$ million.
30
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PER SHARE
$
$
$
$
$
31
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SHARES PURCHASED
TOTAL CONSIDERATION
AVERAGE PRICE
NUMBER
PERCENTAGE
AMOUNT
PERCENTAGE
PER SHARE
%
%
%
%
100
%
100
%
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FISCAL YEAR ENDED
THREE MONTHS ENDED
DECEMBER 24,
DECEMBER 25,
DECEMBER 26,
DECEMBER 28,
DECEMBER 29,
MARCH 25,
MARCH 26,
2010
2009
2008
2007
2006
2011
2010
(In thousands, except per share data)
$
330,118
$
271,072
$
281,703
$
256,134
$
229,803
$
83,183
$
70,000
244,340
199,764
211,387
190,787
170,624
61,148
52,017
85,778
71,308
70,316
65,347
59,179
22,035
17,983
64,206
57,977
60,314
59,389
55,181
16,976
14,953
21,572
13,331
10,002
5,958
3,998
5,059
3,030
4,041
2,815
3,238
3,515
3,425
3,450
627
(910
)
(658
)
1,118
621
(81
)
(183
)
(1,100
)
(1)
3
18,441
11,174
5,646
2,922
573
1,687
2,586
2,567
2,213
3,450
786
898
667
1,050
15,874
8,961
2,196
2,136
(325
)
1,020
1,536
(355
)
$
15,874
$
8,961
$
2,196
$
2,136
$
(680
)
$
1,020
$
1,536
(4,123
)
(6,207
)
(3,000
)
(2,995
)
(2,992
)
(1,180
)
(22,429
)
$
(10,678
)
$
2,754
$
(804
)
$
(859
)
$
(3,672
)
$
1,020
$
356
33
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FISCAL YEAR ENDED
THREE MONTHS ENDED
DECEMBER 24,
DECEMBER 25,
DECEMBER 26,
DECEMBER 28,
DECEMBER 29,
MARCH 25,
MARCH 26,
2010
2009
2008
2007
2006
2011
2010
(In thousands, except per share data)
$
(0.15
)
$
0.04
$
(0.01
)
$
(0.01
)
$
(0.05
)
$
0.02
$
0.00
$
(0.15
)
$
0.03
$
(0.01
)
$
(0.01
)
$
(0.05
)
$
0.02
$
0.00
72,494
77,827
76,663
75,436
75,000
52,526
76,573
72,494
81,851
76,663
75,436
75,000
54,375
79,515
$
1,978
$
875
$
1,591
$
2,232
$
1,490
$
856
$
1,330
$
12,206
(2)
$
22,479
$
22,101
$
18,806
$
20,044
$
12,866
(2)
$
22,598
$
82,672
$
65,937
$
64,502
$
62,917
$
58,141
$
81,297
$
65,389
$
82,580
$
29,928
$
37,323
$
33,082
$
37,299
$
81,999
$
29,063
$
131,484
$
60,603
$
67,720
$
68,331
$
65,691
$
129,089
$
58,681
$
$
41,698
$
35,491
$
32,491
$
29,496
$
42,878
$
(48,812
)
$
(36,364
)
$
(38,709
)
$
(37,905
)
$
(37,046
)
$
(47,792
)
$
(36,170
)
(1)
The gain on settlement is the
result of the Company settling a dispute with the former owner
of a company that the Company had previously acquired. The
settlement reduced the acquisition purchase price and
corresponding note payable to that company. Since the goodwill
associated with this acquisition had been written off at the
time of the settlement, the settlement was recorded as a
non-operating item within the Companys statement of
operations.
(2)
Working capital is defined as the
difference between current assets and current liabilities. At
December 24, 2010 and March 25, 2011, the
then-outstanding balance under our senior secured revolving
credit facility of $12.2 million and $9.7 million,
respectively, was included within the current portion of
long-term debt.
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35
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sales and service territory expansion;
operational excellence and high customer service levels;
expanded purchasing programs and improved buying power;
product innovation and new product category introduction;
operational efficiencies through system enhancements; and
operating expense reduction through the centralization of
general and administrative functions.
Net sales.
Our net sales growth is driven
principally by changes in volume and, to a lesser degree,
changes in price related to the impact of inflation in commodity
prices. In particular, product cost inflation and deflation
impacts our results of operations and, depending on the amount
of inflation or deflation, such impact may be material. For
example, inflation may increase the dollar value of our sales,
and when the rate of inflation declines, the dollar value of our
sales may fall despite our unit sales remaining constant or
growing.
Gross profit and gross profit margin.
Our
gross profit and gross profit as a percentage of net sales, or
gross profit margin, are driven principally by
changes in volume and fluctuations in food and commodity
36
Table of Contents
prices and our ability to pass on any price increases to our
customers in an inflationary environment and maintain or
increase gross margin when our costs decline. Our gross margin
is also a function of the product mix of our net sales in any
period. Given our wide selection of product categories, as well
as the continuous introduction of new products, we can
experience shifts in product sales mix that have an impact on
net sales. This mix shift is most significantly impacted by the
introduction of new categories of products in markets that we
have more recently entered, as well as the continued growth in
item penetration on higher velocity items such as dairy products.
Net sales.
Net sales consist primarily of
sales of specialty and other food products to
independently-owned restaurants and other high-end foodservice
customers, which we report net of certain group discounts and
customer sales incentives.
Cost of sales.
Cost of sales include the
purchase price paid for products sold, plus the cost of
transportation necessary to bring the product to our
distribution facilities. Our cost of sales may not be comparable
to other similar companies within our industry that include all
costs related to their distribution network in their costs of
sales rather than as operating expenses.
Operating expenses.
Our operating expenses
include warehousing and distribution expenses (which include
salaries and wages, employee benefits, facility and distribution
fleet rental costs and other expenses related to warehousing and
delivery) and selling, general and administrative expenses
(which include selling, insurance, administrative, wage and
benefit expenses and will also include share-based compensation
expense). Following consummation of this offering, we will incur
operating expenses as a result of our being a public company. We
estimate that these expenses will be approximately
$1.4 million per year. We expect to incur a compensation
charge in the third quarter related to Class C units that, as
issued, will become fully vested and exercisable upon the
consummation of this offering. See Compensation Discussion
and Analysis. We expect this compensation expense will be
approximately $ million.
Interest expense.
Interest expense consists
primarily of interest on our outstanding indebtedness.
(Gain) loss on fluctuation of interest rate
swaps.
(Gain) loss on fluctuation of interest
rate swaps consists solely of the change in valuation on an
interest rate swap not eligible for hedge accounting.
37
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38
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FISCAL YEAR ENDED
THREE MONTHS ENDED
DECEMBER 24,
DECEMBER 25,
DECEMBER 26,
MARCH 25,
MARCH 26,
2010
2009
2008
2011
2010
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
74.0
%
73.7
%
75.0
%
73.5
%
74.3
%
26.0
%
26.3
%
25.0
%
26.5
%
25.7
%
19.4
%
21.4
%
21.4
%
20.4
%
21.4
%
6.5
%
4.9
%
3.6
%
6.1
%
4.3
%
1.2
%
1.0
%
1.1
%
4.1
%
0.9
%
(0.3
)%
(0.2
)%
0.4
%
(0.1
)%
(0.3
)%
0.9
%
0.8
%
1.5
%
4.0
%
0.6
%
5.6
%
4.1
%
2.0
%*
2.0
%
3.7
%
0.8
%
0.8
%
1.2
%
0.8
%
1.5
%
4.8
%
3.3
%
0.8
%
1.2
%
2.2
%
*
Total reflects
rounding
39
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40
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41
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42
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43
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44
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PAYMENTS DUE BY PERIOD
LESS THAN
1-3
3-5
TOTAL
ONE YEAR
YEARS
YEARS
THEREAFTER
(In thousands)
$
5,576
$
5,576
$
$
$
$
99,525
$
16,945
(2)
$
12,010
$
70,570
$
$
23,373
$
6,674
$
10,082
$
5,272
$
1,345
$
128,474
$
29,195
(2)
$
22,092
$
75,842
$
1,345
(1)
For a description of the reduction in our indebtedness that will
result from this offering, see Use of Proceeds and
Capitalization.
(2)
Reflects the inclusion of $12.2 million of borrowings under
our senior secured revolving credit facility which are included
within the current portion of long-term debt on our balance
sheet despite not being due until October 22, 2013.
45
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46
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47
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48
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49
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50
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51
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YEAR ENTERED
Boston to Atlantic City
1985
Philadelphia to Richmond
1999
Santa Barbara to San Diego
2005
Napa Valley to Monterey Bay
2005
Las Vegas
2005
Miami
2010
52
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Outside Sales Associates:
Responsible for
identifying sales opportunities, educating customers and acting
as our public representatives.
Inside Sales Associates:
Responsible for
processing customer orders and arranging for delivery and
payment.
Product Specialists:
Responsible for
maintaining specialized product knowledge and educating our
outside sales associates and customers regarding new products
and general developments in several specific categories
including protein, seafood, pastry and cheese.
53
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OVERVIEW OF OUR DISTRIBUTION CENTERS
OWNED / LEASED
APPROXIMATE SIZE (SQUARE FEET)
Leased
120,000
Leased
55,000
Leased
55,200
Leased
10,000
Leased
80,000
Leased
40,000
Leased
11,440
371,640
(1)
We have entered into a lease
agreement for a separate distribution center in the Miami,
Florida area. We expect we will move our Miami operations in the
third quarter of 2011.
54
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55
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56
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51
Founder, Chairman, President and Chief Executive Officer
47
Founder, Director and Vice Chairman
56
Founder and Director
70
Director
47
Director
Nominee
(2)
49
Director
Nominee
(2)
61
Director
Nominee
(2)
43
Chief Financial Officer
41
Chief Operating Officer
53
Chief Information Officer
55
Executive Vice President of Human Resources
30
Legal Services Director
(1)
Christopher Pappas and John Pappas
are brothers. Dean Facatselis is married to Christopher
Pappas and John Pappas sister.
(2)
This individual has agreed to
become a director immediately prior to the effectiveness of the
registration statement of which this prospectus is a part and is
expected to be independent as such term is defined
under The NASDAQ Marketplace Rules.
57
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58
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59
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overseeing managements maintenance of the reliability and
integrity of our accounting policies and financial reporting and
our disclosure practices;
overseeing managements establishment and maintenance of
processes to assure that an adequate system of internal control
is functioning;
overseeing managements establishment and maintenance of
processes to assure our compliance with all applicable laws,
regulations and corporate policies;
reviewing our annual and quarterly financial statements prior to
their filing and prior to the release of earnings; and
reviewing the performance of the independent accountants and
making decisions regarding the appointment or termination of the
independent accountants and considering and approving any
non-audit services proposed to be performed by the independent
accountants.
reviewing our compensation practices and policies, including
equity benefit plans and incentive compensation;
reviewing key employee compensation policies;
monitoring performance and compensation of our
employee-directors,
officers and other key employees; and
preparing recommendations and periodic reports to the board of
directors concerning these matters.
60
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making recommendations as to the size, composition, structure,
operations, performance and effectiveness of the board of
directors;
establishing criteria and qualifications for membership on the
board of directors and its committees;
assessing and recommending to the board of directors strong and
capable candidates qualified to serve on the board of directors
and its committees;
developing and recommending to the board of directors a set of
corporate governance principles; and
considering and recommending to the board of directors other
actions relating to corporate governance.
61
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l
Christopher Pappas, our chairman, president and chief executive
officer;
l
John Pappas, our vice chairman;
l
James Wagner, our chief operating officer;
l
Kenneth Clark, our chief financial officer; and
l
Frank ODowd, our chief information officer.
l
Performance-based
:
A significant
component of compensation should be determined based on whether
or not our named executive officers meet performance criteria
that are aligned with growth in stockholder value without
engaging in unreasonable risk-taking.
l
Competitive
:
Pay-for-performance
scales will be established to ensure that the competitive
positioning of an executives total compensation reflects
the competitive positioning of our performance (i.e., the better
our
62
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performance relative to peers, the higher total compensation
payable to a named executive officer relative to competitive
benchmarks, and
vice versa)
.
l
Balanced
:
Performance-oriented
features and retention-oriented features should be balanced so
that the compensation program accomplishes our
pay-for-performance
and executive retention objectives, while encouraging prudent
risk-taking that is aligned with our overall strategy.
l
Fair
:
Compensation levels and plan
design should reflect competitive practices, our performance
relative to peer companies and the relationship of compensation
levels from one executive to another.
Percentage
Increase
2010
Over Prior
Base Salary
Year
$
400,000
0%
$
400,000
0%
$
227,458
(1)
7.2%
$
242,500
(2)
15.5%
$
218,500
3.0%
(1)
Mr. Wagners annual base
salary was $218,500 for the first seven months of 2010. On
August 1, 2010, Mr. Wagners annual base salary
increased to $240,000.
(2)
Mr. Clarks annual base
salary was $210,000 for the first two months of 2010. Effective
as of March 1, 2010, Mr. Clarks annual base
salary increased to $249,000.
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TARGET AWARD
ACTUAL AWARD
$
350,000
$
350,000
$
350,000
$
350,000
$
138,730
$
138,730
$
124,500
$
124,500
$
109,250
$
109,250
GRANT DATE
NUMBER OF CLASS C UNITS ISSUED
(1)
August 1, 2007
833,333
July 31, 2007
200,000
March 5, 2009
516,667
June 16, 2009
116,667
June 13, 2007
416,666
(1)
In connection with the
reorganization transaction, these units will convert into common
shares of The Chefs Warehouse,
Inc.,
shares of which will be unvested restricted common stock,
immediately prior to the effectiveness of this registration
64
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statement at a conversion ratio
of shares
of common stock per Class C unit. See the information under
the caption Certain Relationships and Related-Party
Transactions Reorganization Transaction.
l
Health Insurance.
We provide each of our named
executive officers and their spouses and children the same
health, dental and vision insurance coverage we make available
to our other eligible employees. We pay both our portion and the
executives portion of the premiums for these benefits.
l
Disability Insurance.
We provide each of our
named executive officers with disability insurance.
l
Retirement Benefits.
We do not provide pension
arrangements or post-retirement health coverage for our named
executive officers or employees; however, our named executive
officers and other eligible employees are eligible to
participate in our 401(k) defined contribution plan. Prior to
our 2011 fiscal year we did not match employee contributions
under our 401(k) plan. Beginning in 2011, we are making matching
contributions for each of our employees, including our named
executive officers, in an amount equal to 3% of the
employees contributions up to 6% of his or her base salary.
l
Nonqualified Deferred Compensation.
We do not
currently provide any nonqualified defined contribution or other
deferred compensation plans to any of our employees.
l
Perquisites.
In 2010, we provided certain
personal-benefit perquisites to our named executive officers.
Other than automobile allowances for certain of our named
executive officers and a temporary housing allowance for
Mr. ODowd, the aggregate incremental cost to us of
the perquisites received by each of the named executive officers
in 2010 did not exceed $10,000. The cost of the perquisites
provided to the named executive officers in 2010 is included in
the Summary Compensation Table.
65
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66
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67
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CHANGE IN PENSION
VALUE AND
NONQUALIFIED
NON-EQUITY
DEFERRED
STOCK
OPTION
INCENTIVE PLAN
COMPENSATION
ALL OTHER
NAME AND PRINCIPAL
SALARY
BONUS
AWARDS
AWARDS
COMPENSATION
(1)
EARNINGS
COMPENSATION
YEAR
($)
($)
($)
($)
($)
($)
(2) ($)
TOTAL ($)
2010
$
400,000
$
350,000
$
29,605
$
779,605
2010
$
400,000
$
350,000
$
28,324
$
778,324
2010
$
227,458
$
138,730
$
9,355
$
375,543
2010
$
242,500
$
124,500
$
5,497
$
372,497
2010
$
218,500
$
109,250
$
29,321
$
357,071
(1)
Amounts reflect those amounts
earned by the named executive officer under our fiscal 2010
performance-based, annual cash incentive program. For a
description of this program, please see the information under
the caption Performance-Based, Annual Cash Incentive
Compensation above.
(2)
The following table breaks out the
components of the All Other Compensation paid to our
named executive officers in fiscal 2010:
MEDICAL, DENTAL AND
VISION INSURANCE
HOUSING
PREMIUMS
(a)
AUTOMOBILE
(b)
ALLOWANCE
TOTAL
$
5,605
$
24,000
$
29,605
5,524
22,800
28,324
5,605
3,750
(c)
9,355
5,497
5,497
4,121
$
25,200
29,321
(a)
This amount reflects each named
executive officers portion of the premiums for his and his
familys medical, dental and vision insurance that we pay
on his behalf.
(b)
Mr. Christopher Pappas and Mr.
Wagner are provided with monthly car allowances and Mr. John
Pappas is provided with an automobile leased by us.
(c)
Mr. Wagner receives a car
allowance of $750 per month, which began in August 2010.
(3)
Mr. Wagners annual base
salary was $218,500 for the first seven months of 2010. On
August 1, 2010, Mr. Wagners annual base salary
increased to $240,000.
(4)
Mr. Clarks annual base
salary was $210,000 for the first two months of 2010. Effective
as of March 1, 2010, Mr. Clarks annual base
salary increased to $249,000.
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UNIT AWARDS
NUMBER
MARKET
OF UNITS
VALUE OF
THAT
UNITS
HAVE
THAT
NOT
HAVE NOT
VESTED
VESTED
(2)
TYPE OF UNITS
(1)
(#)
($)
N/A
N/A
N/A
N/A
N/A
N/A
Class C Units
208,333
(3)
N/A
Class C Units
395,834
(4)
N/A
Class C Units
104,167
(5)
N/A
(1)
In connection with the
reorganization transaction, these units will convert into common
shares of The Chefs Warehouse, Inc. immediately prior to
the effectiveness of this registration statement at a conversion
ratio
of shares
of common stock per Class C unit. See the information under
the caption Certain Relationships and Related-Party
Transactions Reorganization Transaction for
more information regarding this reorganization transaction.
(2)
Because the Class C units are
equity interests in a private limited liability company, the
market value of such interests is not readily determinable.
Using the midpoint of the estimated price range set forth on the
cover page of this prospectus, the market value of the unvested
Class C units for each of Messrs. Wagner, Clark and
ODowd would be $ ,
$ and
$ , respectively.
(3)
Mr. Wagners 208,333
unvested Class C units will vest on August 1, 2011.
(4)
Of Mr. Clarks 395,834
unvested Class C units, 29,167 units vested on
June 16, 2011; 50,000 units will vest on July 31,
2011; 129,167 units will vest on each of March 5, 2012
and March 5, 2013; 29,167 units will vest on
June 16, 2012; and 29,166 units will vest on
June 16, 2013.
(5)
Mr. ODowds 104,167
unvested Class C units vested on June 13, 2011.
CLASS C UNITS
NUMBER OF
UNITS
ACQUIRED
VALUE REALIZED
ON VESTING
ON VESTING
(1)
(#)
($)
N/A
N/A
N/A
N/A
208,333
111,714
208,334
83,711
104,167
49,553
(1)
The value presented in the table is
equal to the product of the number of units vesting on each
applicable vesting date multiplied by the per unit price we had
paid to repurchase Class C units from former employees
during 2010 on the date closest to the applicable vesting date.
We calculated these repurchase prices based on an estimated
enterprise value for our company (based on a multiple of our
trailing twelve months of EBITDA at each repurchase date) less
outstanding debt and the accreted value of our Class A
units. Using the midpoint of the estimated price range set forth
on the cover page of this prospectus, the market value of the
Class C units that vested in 2010 for each of
Messrs. Wagner, Clark and ODowd would be
$ , $ and $ , respectively.
69
Table of Contents
VOLUNTARY
EARLY
NORMAL
INVOLUNTARY
EXECUTIVE BENEFITS
TERMINATION
RETIREMENT
RETIREMENT
NOT-FOR-CAUSE
DISABILITY
DEATH
AND PAYMENTS UPON
ON
ON
ON
TERMINATION
ON
ON
12/24/2010
12/24/2010
12/24/2010
ON 12/24/2010
12/24/2010
12/24/2010
VOLUNTARY
EARLY
NORMAL
INVOLUNTARY
EXECUTIVE BENEFITS
TERMINATION
RETIREMENT
RETIREMENT
NOT-FOR-CAUSE
DISABILITY
DEATH
AND PAYMENTS UPON
ON
ON
ON
TERMINATION
ON
ON
12/24/2010
12/24/2010
12/24/2010
ON 12/24/2010
12/24/2010
12/24/2010
70
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VOLUNTARY
EARLY
INVOLUNTARY
EXECUTIVE BENEFITS
TERMINATION
RETIREMENT
NORMAL
NOT-FOR-CAUSE
DISABILITY
DEATH
AND PAYMENTS UPON
ON
ON
RETIREMENT
TERMINATION
ON
ON
12/24/2010
12/24/2010
ON 12/24/2010
ON 12/24/2010
12/24/2010
12/24/2010
$
138,730
$
138,730
$
138,730
$
138,730
$
138,730
$
138,730
$
250,000
(2)
138,730
138,730
138,730
$
388,730
138,730
138,730
(1)
Pursuant to the terms of our
Amended and Restated Limited Liability Company Agreement,
Mr. Wagner would forfeit all of his unvested shares upon
his termination of employment for any reason. Mr. Wagner
would forfeit all of his vested and unvested Class C units
upon our termination of his employment for Cause (as
defined in our Amended and Restated Limited Liability Company
Agreement) or upon his engaging in any activity that is
competitive with us, including soliciting our customers or
soliciting or hiring our employees. In the event of an Approved
Company Sale, as defined in our Amended and Restated Limited
Liability Company Agreement, Mr. Wagners unvested
Class C units will immediately vest. Because the
Class C units are equity interests in a private limited
liability company, the market value of such interests is not
readily determinable. Using the midpoint of the estimated price
range set forth on the cover page of this prospectus, the market
value of the unvested Class C units would be
$ .
The actual amount that would have been received could only have
been determined at the time of an actual change in control based
on the actual net proceeds received in connection with such
change in control which likely would have varied from this
amount.
(2)
Mr. Wagner is entitled to
receive his base salary for twelve months following our
termination of his employment without cause. These payments
would cease earlier than the
12-month
anniversary of our termination of his employment if
Mr. Wagner becomes employed by another company during that
period.
VOLUNTARY
EARLY
INVOLUNTARY
EXECUTIVE BENEFITS
TERMINATION
RETIREMENT
NORMAL
NOT-FOR-CAUSE
DISABILITY
DEATH
AND PAYMENTS UPON
ON
ON
RETIREMENT
TERMINATION
ON
ON
12/24/2010
12/24/2010
ON 12/24/2010
ON 12/24/2010
12/24/2010
12/24/2010
$
124,500
$
124,500
$
124,500
$
124,500
$
124,500
$
124,500
$
249,000
(2)
$
124,500
$
124,500
$
124,500
$
373,500
$
124,500
$
124,500
(1)
Pursuant to the terms of our
Amended and Restated Limited Liability Company Agreement,
Mr. Clark would forfeit all of his unvested shares upon his
termination of employment for any reason. Mr. Clark would
forfeit all of his vested and unvested Class C units upon
our termination of his employment for Cause (as
defined in our Amended and Restated Limited Liability Company
Agreement) or upon his engaging in any activity that is
competitive with us, including soliciting our customers or
soliciting or hiring our employees. In the event of an Approved
Company Sale, as defined in our Amended and Restated Limited
Liability Company Agreement, Mr. Clarks unvested
Class C units will immediately vest. Because the
Class C units are equity interests in a private limited
liability company, the market value of such interests is not
readily determinable. Using the midpoint of the estimated price
range set forth on the cover page of this prospectus, the market
value of the unvested Class C units would be
$ .
The actual amount that would have been received could only have
been determined at the time of an actual change in control based
on the actual net proceeds received in connection with such
change in control which likely would have varied from this
amount.
(2)
Mr. Clark is entitled to
receive his base salary for twelve months following our
termination of his employment without cause.
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VOLUNTARY
EARLY
INVOLUNTARY
EXECUTIVE BENEFITS
TERMINATION
RETIREMENT
NORMAL
NOT-FOR-CAUSE
DISABILITY
DEATH
AND PAYMENTS UPON
ON
ON
RETIREMENT
TERMINATION
ON
ON
12/24/2010
12/24/2010
ON 12/24/2010
ON 12/24/2010
12/24/2010
12/24/2010
$
109,250
$
109,250
$
109,250
$
109,250
$
109,250
$
109,250
$
109,250
(2)
$
109,250
$
109,250
$
109,250
$
218,500
$
109,250
$
109,250
(1)
Pursuant to the terms of our
Amended and Restated Limited Liability Company Agreement,
Mr. ODowd would forfeit all of his unvested shares
upon his termination of employment for any reason.
Mr. ODowd would forfeit all of his vested and
unvested Class C units upon our termination of his
employment for Cause (as defined in our Amended and
Restated Limited Liability Company Agreement) or upon his
engaging in any activity that is competitive with us, including
soliciting our customers or soliciting or hiring our employees.
In the event of an Approved Company Sale, as defined in our
Amended and Restated Limited Liability Company Agreement,
Mr. ODowds unvested Class C units will
immediately vest. Because the Class C units are equity
interests in a private limited liability company, the market
value of such interests is not readily determinable. Using the
midpoint of the estimated price range set forth on the cover
page of this prospectus, the market value of the unvested
Class C units would be
$ .
The actual amount that would have been received could only have
been determined at the time of an actual change in control based
on the actual net proceeds received in connection with such
change in control which likely would have varied from this
amount.
(2)
Mr. ODowd is entitled to
receive his base salary for six months following our termination
of his employment without cause.
72
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CHANGE IN PENSION
VALUE AND
FEES
NONQUALIFIED
EARNED
NON-EQUITY
DEFERRED
OR PAID
STOCK
OPTION
INCENTIVE PLAN
COMPENSATION
ALL OTHER
IN CASH
AWARDS
AWARDS
COMPENSATION
EARNINGS
COMPENSATION
TOTAL
($)
($)
($)
($)
($)
($)
($)
$
25,000
$
25,000
$
39,780
$
39,780
(1)
These individuals did not receive
any compensation for their service as a director.
(2)
These individuals no longer serve
as directors of our company.
73
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74
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75
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76
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77
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79
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each of our named executive officers;
each of our directors and director nominees;
all directors, director nominees and executive officers as a
group;
each selling stockholder; and
each person known to us to beneficially own more than 5% of the
outstanding units of ownership interest in our company.
BEFORE OFFERING AND REORGANIZATION
TRANSACTIONS
AFTER OFFERING AND REORGANIZATION TRANSACTION
NUMBER OF
ADDITIONAL
NUMBER OF
PERCENT OF
NUMBER OF
SHARES OF
NUMBER OF
UNITS OF
UNITS OF
SHARES OF
COMMON
SHARES OF
PERCENT OF
OWNERSHIP
OWNERSHIP
COMMON
STOCK TO BE
COMMON
COMMON
INTEREST
INTEREST
STOCK TO BE
SOLD AT
STOCK
STOCK
BENEFICIALLY
BENEFICIALLY
SOLD IN THIS
UNDERWRITERS
BENEFICIALLY
BENEFICIALLY
OWNED(1)
OWNED(1)
OFFERING
OPTION
OWNED
OWNED
16,666,667
30.70
%
16,666,667
30.70
%
16,666,667
(2)
30.70
%
(2)
16,666,667
(2)
30.70
%
(2)
519,667
(3)
0.96
%
833,334
(4)
1.53
%
416,667
(4)
0.77
%
52,186,336
(3)(4)(5)
95.97
%
(1)
Christopher Pappas, John Pappas,
Dean Facatselis and Kay Facatselis own 100% of our Class B
units. Only Class B units have voting rights.
(2)
Includes 8,333,333.5 units
owned individually by Dean Facatselis and 8,333,333.5 units
owned individually by Kay Facatselis, his wife.
(3)
Includes Class C units owned
by Mr. Clark that have vested or will vest within
60 days of the date of this prospectus, but excludes
129,167 Class C units that will vest on March 5, 2012;
29,167 Class C units that will vest on June 16, 2012;
129,167 Class C units that will vest on March 5, 2013;
and 26,166 Class C units that will vest on June 16,
2013.
(4)
Includes Class C units that
have vested or will vest within 60 days of the date of this
prospectus.
(5)
Includes 8,333,333.5 units
owned by Dean Facatseliss wife.
80
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82
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prior to the time the stockholder became an interested
stockholder, the board of directors of the corporation approved
either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
the interested stockholder owned at least 85% of the voting
stock of the corporation, excluding specified shares, upon
consummation of the transaction which resulted in the
stockholder becoming an interested stockholder; or
83
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at or subsequent to the time the stockholder became an
interested stockholder, the business combination is approved by
the board of directors of the corporation and authorized by the
affirmative vote, at an annual or special meeting, and not by
written consent, of at least two-thirds of the outstanding
voting shares of the corporation, excluding shares held by that
interested stockholder.
mergers and consolidations with or caused by an interested
stockholder;
sales or other dispositions of 10% or more of the assets of a
corporation to an interested stockholder;
specified transactions resulting in the issuance or transfer to
an interested stockholder of any capital stock of a corporation
or its subsidiaries; and
other transactions resulting in a disproportionate financial
benefit to an interested stockholder.
84
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85
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86
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no shares will be eligible for sale on the date of this
prospectus; and
shares will be eligible for
sale upon the expiration of the
lock-up
agreements, as more particularly described below, beginning
180 days after the date of this prospectus.
87
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1% of the number of shares of our common stock then outstanding,
which will equal shares upon completion of this
offering; or
the average weekly trading volume of the common stock during the
four calendar weeks preceding the filing of a notice on
Form 144 with respect to such sale.
88
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an individual who is a citizen or resident of the United States;
a corporation (or other business entity treated as a corporation
for U.S. federal income tax purposes) created or organized
in the United States or under the laws of the United States, any
state thereof or the District of Columbia;
an estate the income of which is subject to United States
federal income taxation regardless of its source; or
a trust that (1) is subject to the primary supervision of a
court within the United States and the control of one or more
U.S. persons, or (2) was in existence on
August 20, 1996, was treated as a U.S. domestic trust
immediately prior to that date, and has validly elected to
continue to be treated as a U.S. domestic trust.
89
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the gain is U.S. trade or business income, as described
above;
the
non-U.S. holder
is an individual who is present in the United States for 183 or
more days in the taxable year of the disposition and meets
certain other conditions; or
we are or have been a U.S. real property holding
corporation, which we refer to as a USRPHC,
under section 897 of the Code at any time during the
shorter of the five-year period ending on the date of
disposition and the
non-U.S. holders
holding period for its shares of our common stock.
90
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91
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92
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PER SHARE
TOTAL
WITHOUT
WITH
WITHOUT
WITH
OPTION TO
OPTION TO
OPTION TO
OPTION TO
PURCHASE
PURCHASE
PURCHASE
PURCHASE
ADDITIONAL
ADDITIONAL
ADDITIONAL
ADDITIONAL
SHARES
SHARES
SHARES
SHARES
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
93
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sell, offer, contract or grant any option to sell (including any
short sale), pledge, transfer, establish an open put
equivalent position within the meaning of
Rule 16a-l(h)
under the Securities Exchange Act of 1934, as amended, or, the
Exchange Act, or
otherwise dispose of any shares, options or warrants to acquire
shares, or securities that are convertible into, that are
exercisable for or that represent the right to shares of common
stock currently or hereafter owned either of record or
beneficially, or
publicly announce an intention to do any of the foregoing for a
period of 180 days after the date of this prospectus
without the prior written consent of Jefferies &
Company, Inc.
during the last 17 days of the 180-day restricted period,
we issue an earnings release or material news or a material
event relating to us occurs, or
prior to the expiration of the
180-day
restricted period, we announce that we will release earnings
results during the
16-day
period beginning on the last day of the
180-day
restricted period,
94
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95
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(a)
to legal entities which are authorized or regulated to operate
in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
(b)
to any legal entity which has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000 and
(3) an annual net turnover of more than 50,000,000,
as shown in its last annual or consolidated accounts;
(c)
to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the representatives for any such
offer; or
(d)
in any other circumstances falling within Article 3(2) of
the Prospectus Directive, provided that no such offer of the
shares shall result in a requirement for the publication by us
or any underwriter of a prospectus pursuant to Article 3 of
the Prospectus Directive.
(a)
it is a qualified investor within the meaning of the law in that
Relevant Member State implementing Article 2(1)(e) of the
Prospectus Directive; and
(b)
in the case of any shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the shares acquired by it in the
offer have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State, other than qualified investors, as that
term is defined in the Prospectus Directive, or in circumstances
in which the prior consent of the representatives has been given
to the offer or resale; or (ii) where shares have been
acquired by it on behalf of persons in any Relevant Member State
other than qualified investors, the offer of those shares to it
is not treated under the Prospectus Directive as having been
made to such persons.
(a)
it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act
2000 (the FSMA)) to persons who are investment
professionals falling within Article 19(5) of the FSMA
(Financial Promotion) Order 2005 or in circumstances in which
Section 21(1) of the FSMA does not apply to us; and
(b)
it has complied with and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares in, from or otherwise involving the
United Kingdom.
96
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97
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Table of Contents
F-2
Table of Contents
MARCH 25, 2011
DECEMBER 24, 2010
DECEMBER 25, 2009
(UNAUDITED)
(In thousands)
$
1,978
$
875
$
856
36,200
30,977
36,223
16,441
15,289
17,284
1,651
1,481
1,631
3,608
2,087
2,909
59,878
50,709
58,903
4,228
4,240
4,342
190
373
539
322
11,479
9,359
11,479
635
115
606
2,362
62
2,168
3,717
723
3,477
$
82,672
$
65,937
$
81,297
$
23,563
$
19,290
$
25,241
3,686
3,396
3,777
3,478
2,750
2,430
16,945
2,794
14,589
47,672
28,230
46,037
82,580
29,928
81,999
1,232
2,445
1,053
131,484
60,603
129,089
41,698
(48,812
)
(36,364
)
(47,792
)
(48,812
)
(36,364
)
(47,792
)
$
82,672
$
65,937
$
81,297
F-3
Table of Contents
FOR THE THREE
FOR THE THREE
MONTHS
MONTHS
FOR THE YEAR
FOR THE YEAR
FOR THE YEAR
ENDED
ENDED
ENDED
ENDED
ENDED
MARCH 25,
MARCH 26,
DECEMBER
DECEMBER 25,
DECEMBER
2011
2010
24, 2010
2009
26, 2008
(UNAUDITED)
(UNAUDITED)
(In thousands)
$
330,118
$
271,072
$
281,703
$
83,183
$
70,000
244,340
199,764
211,387
61,148
52,017
85,778
71,308
70,316
22,035
17,983
64,206
57,977
60,314
16,976
14,953
21,572
13,331
10,002
5,059
3,030
4,041
2,815
3,238
3,450
627
(910
)
(658
)
1,118
(81
)
(183
)
3
18,441
11,174
5,646
1,687
2,586
2,567
2,213
3,450
667
1,050
$
15,874
$
8,961
$
2,196
$
1,020
$
1,536
(4,123
)
(6,207
)
(3,000
)
(1,180
)
(22,429
)
$
(10,678
)
$
2,754
$
(804
)
$
1,020
$
356
$
(0.15
)
$
0.04
$
(0.01
)
$
0.02
$
0.00
$
(0.15
)
$
0.03
$
(0.01
)
$
0.02
$
0.00
72,494
77,827
76,663
52,526
76,573
72,494
81,851
76,663
54,375
79,515
F-4
Table of Contents
CLASS A
CLASS B
CLASS C
MEMBERS
UNITS
AMOUNT
UNITS
UNITS
DEFICIT
(In thousands)
25,000
$
32,491
50,000
6,033
$
(37,905
)
3,000
(3,000
)
1,843
2,196
25,000
35,491
50,000
7,876
(38,709
)
6,207
(6,207
)
633
(1,788
)
(263
)
(1,794
)
(146
)
8,961
25,000
41,698
50,000
4,927
(36,364
)
4,123
(4,123
)
(25,000
)
(45,821
)
(22,429
)
(552
)
(173
)
(1,597
)
15,874
$
50,000
4,375
$
(48,812
)
1,020
50,000
4,375
$
(47,792
)
F-5
Table of Contents
FOR THE THREE
FOR THE THREE
MONTHS
MONTHS
FOR THE YEAR
FOR THE YEAR
ENDED
ENDED
ENDED
FOR THE YEAR
ENDED
MARCH 25,
MARCH 26,
DECEMBER 24,
ENDED DECEMBER 25,
DECEMBER 26,
2011
2010
2010
2009
2008
(UNAUDITED)
(UNAUDITED)
(In thousands)
$
15,874
$
8,961
$
2,196
$
1,020
$
1,536
1,388
1,520
1,626
322
316
123
182
(302
)
63
297
(2,470
)
369
(614
)
214
(910
)
(658
)
1,118
(81
)
(183
)
500
750
715
397
359
320
147
87
3
(310
)
(4,601
)
(1,577
)
2,380
(23
)
1,364
(450
)
1,584
2,512
(843
)
(1,208
)
(658
)
(390
)
(228
)
1,009
999
4,988
813
(7,794
)
721
(299
)
(863
)
(11
)
(98
)
(98
)
(113
)
(50
)
(56
)
190
814
(225
)
12
13,524
11,885
1,616
3,136
2,515
(1,133
)
(1,061
)
(1,848
)
(389
)
(513
)
(3,738
)
(3,766
)
(4,000
)
(4,871
)
(4,827
)
(5,848
)
(389
)
(513
)
(173
)
(263
)
(161
)
(68,250
)
97,500
250
(20,400
)
(2,100
)
(1,351
)
(622
)
325,810
323,090
342,450
81,706
71,677
(334,085
)
(327,695
)
(338,155
)
(84,224
)
(72,441
)
(1,597
)
(146
)
(5,961
)
(394
)
(660
)
(954
)
(7,550
)
(7,774
)
3,591
(3,869
)
(1,547
)
1,103
(716
)
(641
)
(1,122
)
455
875
1,591
2,232
1,978
875
$
1,978
$
875
$
1,591
$
856
$
1,330
$
5,789
$
3,067
$
3,040
$
151
$
643
$
3,536
$
2,817
$
3,099
$
1,695
$
748
$
4,123
$
6,207
$
3,000
$
1,180
F-6
Table of Contents
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
F-7
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
F-8
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
DECEMBER 24, 2010
DECEMBER 25, 2009
DECEMBER 26, 2008
MARCH 25, 2011
MARCH 26, 2010
$
15,874
$
8,961
$
2,196
$
1,020
$
1,536
(4,123
)
(6,207
)
(3,000
)
(1,180
)
(22,429
)
$
(10,678
)
$
2,754
$
(804
)
$
1,020
$
356
$
(0.15
)
$
0.04
$
(0.01
)
$
0.02
$
0.00
$
(0.15
)
$
0.03
$
(0.01
)
$
0.02
$
0.00
72,494
77,827
76,663
52,526
76,573
72,494
81,851
76,663
54,375
79,515
(1)
Accreted dividends and the
distribution for the final redemption of the Class A units
are removed from earnings from the net income (loss)
attributable to members units as these distributions were
not available to those members.
(a)
Pro forma effective tax rate of 40% for the full year ended
December 24, 2010 and the three months ended March 25,
2011.
(b)
The elimination of historical interest expense, including the
amortization of debt issuance costs and the write-off of
deferred debt costs of $3,334 and $3,094, respectively, related
to the loan balances at December 24,
F-9
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
2010 and March 25, 2011 under the Companys credit
facility which is assumed to be repaid using a portion of the
net proceeds of the Companys initial public offering of
its common stock.
(c)
The issuance
of shares
of common stock at the assumed initial offering price of
$ per share (the midpoint of the
range set forth on the cover page of the prospectus of which
these financial statements are a part), where the proceeds of
such issuance of shares would have been sufficient to repay
outstanding loan balances as of December 24, 2010 and
March 25, 2011, respectively.
i.
Class A Units
On October 22,
2010, the Company redeemed and retired all outstanding
Class A units held by BGCP
c/o CCMP
Capital Advisors, LLC and Drawbridge Special Opportunities
Fund LP. As of December 24, 2010 and March 25,
2011 there were zero Class A units authorized and
outstanding.
ii.
Class B Units
All Class B units
were issued to the founders of the Company and carry a single
vote per unit.
iii.
Class C Units
All Class C
units were reserved for issuance to employees, directors and
other service providers. As of December 24, 2010 and
December 25, 2009, there were 4,375,000 and 4,927,084
Class C units issued, respectively. The Class C units
are redeemable upon a liquidity event or upon termination of the
holder at the option of the Company. Compensation charges
associated with these units were immaterial in the reported
periods.
F-10
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
ESTIMATED USEFUL LIVES (IN YEARS)
7-15
5-10
3-7
7
5
7
F-11
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
F-12
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
F-13
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
MONIQUE & ME
EI
AG
$
1,324
$
1,096
$
2,385
596
50
75
2,120
2,650
4,273
(302
)
(30
)
(1,608
)
$
3,738
$
3,766
$
5,125
As of
March 25,
December 24,
December 25,
2011
USEFUL LIVES
2010
2009
(unaudited)
5-10 years
$
5,390
$
5,312
$
5,379
3-7 years
2,821
2,383
2,947
7-15 years
5,566
4,176
5,570
7 years
509
479
509
5 years
507
482
502
7 years
85
85
85
32
926
282
14,910
13,843
15,294
(10,682
)
(9,603
)
(10,952
)
$
4,228
$
4,240
$
4,342
$
6,709
2,650
9,359
2,120
$
11,479
F-14
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
$
99
50
(34
)
115
596
(76
)
$
635
29
$
606
March 25,
December 24,
2011
2010
2009
(unaudited)
$
12,219
$
20,495
$
9,701
73,750
11,650
72,500
(2,127
)
(1,945
)
183
577
82
15,500
16,250
99,525
32,722
96,588
(16,945
)
(2,794
)
(14,589
)
$
82,580
$
29,928
$
81,999
PRINCIPAL
OID
NET
$
17,652
$
(707
)
$
16,945
6,250
(653
)
5,597
7,000
(587
)
6,413
70,750
(180
)
70,570
$
101,652
$
(2,127
)
$
99,525
F-15
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
F-16
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
THIRD
THIRD
RELATED PARTY
PARTY REAL
THIRD PARTY
PARTY
REAL ESTATE
ESTATE
VEHICLES
OTHER
TOTAL
$
1,614
$
1,828
$
2,641
$
591
$
6,674
1,671
1,514
2,082
299
5,566
1,729
1,013
1,599
175
4,516
1,663
901
1,187
40
3,791
905
576
1,481
901
444
1,345
$
6,677
$
7,062
$
8,529
$
1,105
$
23,373
2010
2009
2008
$
4,035
$
1,908
$
2,614
1,002
(64
)
1,450
5,037
1,844
4,064
(1,983
)
316
(469
)
(487
)
53
(145
)
(2,470
)
369
(614
)
$
2,567
$
2,213
$
3,450
F-17
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
2010
2009
2008
$
6,270
$
3,799
$
1,920
(1,792
)
(987
)
559
114
78
168
548
419
1,309
(2,744
)
411
(966
)
(20
)
(240
)
(130
)
(486
)
$
2,567
$
2,213
$
3,450
2010
2009
$
1,562
$
898
35
436
325
276
224
26
2,146
1,636
(495
)
(155
)
$
1,651
$
1,481
$
2,263
$
629
455
233
25
2,917
688
(555
)
(138
)
(488
)
(555
)
(626
)
$
2,362
$
62
F-18
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
2010
2009
2008
$
86,413
$
70,456
$
71,802
70,655
57,969
57,401
49,283
40,764
42,957
44,259
37,162
36,254
39,065
34,216
39,295
33,290
25,334
29,074
7,153
5,171
4,920
$
330,118
$
271,072
$
281,703
F-19
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT UNIT DATA)
(Information as of March 25, 2011 and for the three months
ended
March 25, 2011 and March 26, 2010 is
unaudited)
Fiscal
Fiscal
Fiscal
2010
2009
2008
$
2,150
$
1,800
$
1,400
1,042
1,477
1,338
(792
)
(1,127
)
(938
)
$
2,400
$
2,150
$
1,800
Fiscal
Fiscal
Fiscal
2010
2009
2008
$
525
$
575
$
640
1,191
1,046
1,527
(1,146
)
(1,096
)
(1,592
)
$
570
$
525
$
575
F-20
Table of Contents
FINANCIAL STATEMENTS
the write off of $3.8 million in deferred financing costs
in connection with the repayment of our outstanding indebtedness
in connection with this offering;
the issuance of additional Class C units prior to the
consummation of this offering (and the conversion of those units
in connection with the reorganization transaction into
approximately 1% of our outstanding common stock upon
consummation of this offering) and the compensation expense
associated with the portion of these equity awards that will
vest upon completion of this offering, which we estimate will be
approximately $ million;
the redemption premium associated with the repayment of our
outstanding senior subordinated notes of approximately
$0.8 million; and
the operating expenses that we will incur as a result of our
becoming a public reporting company upon consummation of this
offering, which we estimate to be approximately
$1.4 million per year.
F-21
Table of Contents
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 24,
2010
CHEFS
PRO FORMA FOR
COMMON STOCK
WAREHOUSE
OCTOBER 2010
OCTOBER 2010
OFFERING AND
HOLDINGS, LLC
RECAPITALIZATION
RECAPITALIZATION
REORGANIZATION
HISTORICAL
TRANSACTION
TRANSACTION
TRANSACTION
PRO FORMA
(In thousands, except per unit data)
$
330,118
$
$
330,118
244,340
244,340
85,778
85,778
64,206
388
(a)
64,594
21,572
(388
)
(a)
21,184
4,041
8,475
(b)
12,516
(910
)
(910
)
18,441
(8,863
)
9,578
2,567
1,168
(c)
3,735
$
15,874
$
(10,031
)
$
5,843
(4,123
)
4,123
(d)
(22,429
)
22,429
(d)
$
(10,678
)
$
16,521
$
5,843
$
(0.15
)
$
0.11
$
(0.15
)
$
0.11
(e)
72,494
(20,535
)
51,959
72,494
(18,084
)
54,410
(e)
F-22
Table of Contents
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 25,
2011
COMMON STOCK
CHEFS WAREHOUSE
OFFERING AND
HOLDINGS, LLC
REORGANIZATION
HISTORICAL
TRANSACTION
PRO FORMA
(In thousands, except per unit data)
$
83,183
61,148
22,035
16,976
5,059
3,450
(81
)
3
1,687
667
$
1,020
$
1,020
$
0.02
$
0.02
52,526
54,375
F-23
Table of Contents
(a)
This adjustment reflects the removal of $262 for a management
fee paid to BGCP/DL, LLC in fiscal 2010, net of $42 of
administrative agent fees incurred in connection with the
management of the debt structure associated with the redemption
of the Class A units.
(b)
This adjustment reflects $593 of additional original issue
discount amortization fees, $7,882 of additional interest
expense and $608 of additional amortization of deferred
financing costs, in each case related to the borrowings used to
finance the redemption of our Class A units.
(c)
This adjustment reflects additional tax provision expense as a
result of our electing to be taxed as a subchapter C corporation
as of December 26, 2009 at a full year assumed effective
tax rate of 39%.
(d)
These adjustments reflect the elimination of the impact of the
accretion of the dividend on the Class A units during
fiscal 2010 and the elimination of the deemed dividend
associated with the redemption of the Class A units.
(e)
Pro forma diluted weighted average shares outstanding exclude
the 25,000 Class A members units and include the weighted
average dilutive impact of 2,451 shares of Class C
units, which had been excluded from the calculation of
Chefs Warehouse Holdings, LLC Historical net (loss) income
per members unit because of the net loss attributable to
members units for the fiscal year ended December 24,
2010 as a result of the dividend accretion and deemed dividend
associated with the Class A units.
F-24
Table of Contents
Table of Contents
Table of Contents
Item 13.
Other Expenses
of Issuance and Distribution.
$
11,610
$
10,500
*
*
*
*
*
*
*
*
*
To be completed by amendment.
Item 14.
Indemnification
of Directors and Officers.
II-1
Table of Contents
Item 15.
Recent Sales
of Unregistered Securities.
Item 16.
Exhibits and
Financial Statement Schedules.
(a)
Exhibits.
The attached Exhibit Index is
incorporated herein by reference.
(b)
Financial Statement Schedules.
See the Index to Financial
Statements included on
page F-1
for a list of the financial statements included in this
registration statement.
Item 17.
Undertakings.
(a)
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
(b)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the undersigned registrant pursuant to
the foregoing provisions, or otherwise, the
II-2
Table of Contents
undersigned registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the undersigned
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(c)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by
the undersigned registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was
declared effective.
(2)
For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3)
For the purpose of determining any liability under the
Securities Act, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to
this offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in
this registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of this
registration statement or made in a document incorporated or
deemed incorporated by reference into this registration
statement or prospectus that is part of this registration
statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that
was part of this registration statement or made in any such
document immediately prior to such date of first use.
(4)
For the purpose of determining liability of the undersigned
registrant under the Securities Act to any purchaser in the
initial distribution of the securities, in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
i.
Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed
pursuant to Rule 424;
ii.
Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
iii.
The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv.
Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
II-3
Table of Contents
By:
Chairman, President and Chief Executive Officer (Principal
Executive Officer)
July 1, 2011
Director and Vice Chairman
July 1, 2011
Chief Financial Officer
(Principal Financial and Accounting Officer)
July 1, 2011
Director
July 1, 2011
Director
July 1, 2011
*By:
Attorney-in-fact
II-4
Table of Contents
EXHIBIT
1
.1*
Form of Underwriting Agreement.
3
.1**
Certificate of Formation of Chefs Warehouse Holdings, LLC.
3
.2
Second Amended and Restated Limited Liability Company Agreement
of Chefs Warehouse Holdings, LLC.
3
.3
Form of Certificate of Incorporation of The Chefs
Warehouse, Inc.
3
.4
Form of Bylaws of The Chefs Warehouse, Inc.
4
.1
Form of Common Stock Certificate.
5
.1*
Opinion of Bass, Berry & Sims PLC.
10
.1**
Sublease between A.L. Bazzini Co., Inc. and Dairyland USA
Corporation, dated as of April 1, 2003.
10
.2**
Lease between The Chefs Warehouse Leasing Co., LLC and
Dairyland USA Corporation, dated as of December 29, 2004.
10
.3**
Employment Letter by and among Chefs Warehouse Holdings,
LLC, Dairyland USA Corporation, The Chefs Warehouse, LLC,
The Chefs Warehouse West Coast, LLC, Bel Canto Foods, LLC,
and Christopher Pappas.
10
.4**
Written Description of Oral Amendment to Employment Letter by
and among Chefs Warehouse Holdings, LLC, Dairyland USA
Corporation, The Chefs Warehouse, LLC, The Chefs
Warehouse West Coast, LLC, Bel Canto Foods, LLC, and Christopher
Pappas.
10
.5**
First Amendment to Employment Letter by and between Chefs
Warehouse Holdings, LLC, Dairyland USA Corporation, The
Chefs Warehouse, LLC, The Chefs Warehouse West
Coast, LLC, Bel Canto Foods, LLC, JP Morgan Chase & Co, and
Christopher Pappas, dated as of December 12, 2008.
10
.6**
Employment Letter by and among Chefs Warehouse Holdings,
LLC, Dairyland USA Corporation, The Chefs Warehouse, LLC,
The Chefs Warehouse West Coast, LLC, Bel Canto Foods, LLC,
and John Pappas.
10
.7**
Written Description of Oral Amendment to Employment Letter by
and among Chefs Warehouse Holdings, LLC, Dairyland USA
Corporation, The Chefs Warehouse, LLC, The Chefs
Warehouse West Coast, LLC, Bel Canto Foods, LLC, and John Pappas.
10
.8**
First Amendment to Employment Letter by and between Chefs
Warehouse Holdings, LLC, Dairyland USA Corporation, The
Chefs Warehouse, LLC, The Chefs Warehouse West
Coast, LLC, Bel Canto Foods, LLC, JP Morgan Chase & Co, and
John Pappas, dated as of December 12, 2008.
10
.9**
Letter Agreement between Chefs Warehouse Holdings, LLC and
Kenneth Clark, dated as of March 6, 2009.
10
.10**
Letter Agreement between Chefs Warehouse Holdings, LLC and
James Wagner, dated as of April 8, 2011.
10
.11**
Letter Agreement between Chefs Warehouse Holdings, LLC and
Frank ODowd, dated as of January 28, 2007.
10
.12
Employee Confidentiality, Non-Solicit, Non-Interference,
Non-Compete and Severance Agreement by and between Chefs
Warehouse Holdings, LLC, The Chefs Warehouse, LLC,
Dairyland USA Corporation, and James Wagner, dated as of April
16, 2008.
10
.13
The Chefs Warehouse, Inc. 2011 Omnibus Equity Incentive
Plan.
10
.14
Form of Non-Qualified Stock Option Agreement (Officers and
Employees).
10
.15
Form of Non-Qualified Stock Option Agreement (Directors).
10
.16
Form of Restricted Share Unit Award Agreement (Directors).
10
.17
Form of Restricted Share Award Agreement (Officers and
Employees).
10
.18
Form of Restricted Share Award Agreement (Directors).
10
.19
Form of Incentive Stock Option Agreement.
10
.20
Sublease Agreement between The Chefs Warehouse Leasing
Co., LLC and Dairyland USA Corporation, dated as of
December 1, 2004.
10
.21
Amended letter agreement between Chefs Warehouse Holdings,
LLC and James Wagner, dated as of June 28, 2011.
21
.1**
Subsidiaries of Chefs Warehouse Holdings, LLC.
II-5
Table of Contents
EXHIBIT
23
.1
Consent of BDO USA, LLP.
23
.2*
Consent of Bass, Berry & Sims PLC.
23
.3**
Consent of Kevin Cox.
23
.4**
Consent of Stephen Hanson.
23
.5**
Consent of John Austin.
24
.1**
Power of Attorney.
*
To be filed by amendment.
**
Previously filed.
Denotes a management contract or
compensatory plan or arrangement.
Article I DEFINITIONS
|
1 | |||
1.1 Certain Defined Terms
|
1 | |||
1.2 Interpretative Matters
|
8 | |||
|
||||
Article II ORGANIZATIONAL MATTERS
|
9 | |||
2.1 Formation of the Company
|
9 | |||
2.2 Limited Liability Company Agreement
|
9 | |||
2.3 Name
|
9 | |||
2.4 Purpose
|
9 | |||
2.5 Principal Office; Registered Office
|
9 | |||
2.6 Term
|
9 | |||
2.7 No State-Law Partnership
|
9 | |||
|
||||
Article III ADMISSION OF MEMBERS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
|
10 | |||
3.1 Capitalization
|
10 | |||
3.2 Admission of Members; Additional Members
|
11 | |||
3.3 Capital Accounts
|
12 | |||
3.4 Negative Capital Accounts
|
13 | |||
3.5 No Withdrawal
|
13 | |||
3.6 Loans From Members
|
13 | |||
|
||||
Article IV DISTRIBUTIONS AND ALLOCATIONS
|
13 | |||
4.1 Distributions
|
13 | |||
4.2 Allocations
|
14 | |||
4.3 Special Allocations
|
14 | |||
4.4 Offsetting Allocations
|
15 | |||
4.5 Tax Allocations
|
15 | |||
4.6 Indemnification and Reimbursement for Payments on Behalf of a Member
|
16 | |||
|
||||
Article V RIGHTS AND DUTIES OF MEMBERS
|
16 | |||
5.1 Power and Authority of Members
|
16 | |||
5.2 Voting Rights; Voting Agreement
|
16 | |||
5.3 Liability of Members
|
17 | |||
5.4 Investment Opportunities and Conflicts of Interest
|
17 | |||
5.5 Books and Records
|
17 | |||
5.6 Meetings of Members
|
18 | |||
|
||||
Article VI MANAGEMENT OF THE COMPANY
|
19 | |||
6.1 Board of Directors
|
19 | |||
6.2 Committees of the Board of Directors
|
21 | |||
6.3 Officers
|
21 | |||
6.4 Further Delegation of Authority
|
23 | |||
6.5 Fiduciary Duties
|
23 | |||
6.6 Performance of Duties; Liability of Directors and Officers
|
23 | |||
6.7 Interested Party Transactions
|
23 | |||
6.8 Indemnification
|
24 |
Article VII TAX MATTERS
|
26 | |||
7.1 Preparation of Tax Returns
|
26 | |||
7.2 Tax Elections
|
26 | |||
7.3 Tax Controversies
|
26 | |||
7.4 Tax Allocations
|
27 | |||
7.5 Code Section 83 Safe Harbor Election
|
27 | |||
|
||||
Article VIII TRANSFER OF UNITS; SUBSTITUTE MEMBERS
|
28 | |||
8.1 Restrictions on Transfers
|
28 | |||
8.2 Void Transfers
|
28 | |||
8.3 Substituted Member
|
28 | |||
8.4 Effect of Assignment
|
28 | |||
8.5 Additional Transfer Restrictions
|
29 | |||
8.6 Legend
|
29 | |||
8.7 Transfer Fees and Expenses
|
29 | |||
8.8 Effective Date
|
29 | |||
8.9 Effect of Incapacity
|
29 | |||
|
||||
Article IX DISSOLUTION AND LIQUIDATION
|
30 | |||
9.1 Dissolution
|
30 | |||
9.2 Liquidation and Termination
|
30 | |||
9.3 Class C Unit Giveback Obligation
|
31 | |||
9.4 Cancellation of Certificate
|
31 | |||
9.5 Reasonable Time for Winding Up
|
31 | |||
9.6 Return of Capital
|
31 | |||
9.7 Hart-Scott-Rodino
|
31 | |||
|
||||
Article X CERTAIN AGREEMENTS
|
31 | |||
10.1 Intentionally Omitted.
|
31 | |||
10.2 Qualified Public Offering
|
31 | |||
10.3 Company Sale
|
32 | |||
10.4 Purchase Option
|
33 | |||
10.5 Intentionally Omitted
|
34 | |||
10.6 Intentionally Omitted
|
34 | |||
|
||||
Article XI GENERAL PROVISIONS
|
35 | |||
11.1 Power of Attorney
|
35 | |||
11.2 Amendments
|
35 | |||
11.3 No Right of Partition
|
35 | |||
11.4 Remedies
|
35 | |||
11.5 Successors and Assigns
|
35 | |||
11.6 Severability
|
35 | |||
11.7 Counterparts
|
36 | |||
11.8 Applicable Law
|
36 | |||
11.9 Addresses and Notices
|
36 | |||
11.10 Creditors
|
36 | |||
11.11 Waiver
|
36 | |||
11.12 Further Action
|
36 | |||
11.13 Entire Agreement
|
36 | |||
11.14 Delivery by Facsimile
|
37 | |||
11.15 Survival
|
37 |
11.16 Public Disclosures
|
37 | |||
11.17 Reports
|
37 | |||
11.18 Confidentiality
|
37 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
Name | Office | |
Christopher Pappas
|
Chief Executive Officer | |
John Pappas
|
Vice Chairman | |
Kenneth Clark
|
Chief Financial Officer, Treasurer and Secretary | |
James Wagner
|
Chief Operating Officer |
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
CHEFS WAREHOUSE HOLDINGS, LLC
|
||||
By: | /s/ Christopher Pappas | |||
Name: | Christopher Pappas | |||
Title: | Chief Executive Officer | |||
MEMBERS
Class B Unitholders |
||||
/s/ Christopher Pappas | ||||
Christopher Pappas | ||||
/s/ John Pappas | ||||
John Pappas | ||||
/s/ Dean Facatselis | ||||
Dean Facatselis | ||||
/s/ Kay Facatselis | ||||
Kay Facatselis | ||||
Class C Unitholders
|
||||
/s/ Robert Campion | ||||
Robert Campion | ||||
/s/ Kenneth Clark | ||||
Kenneth Clark | ||||
/s/ Edward Feron | ||||
Edward Feron | ||||
/s/ Stephen Kass | ||||
Stephen Kass | ||||
/s/ Patricia Lecouras | ||||
Patricia Lecouras | ||||
/s/ Frank ODowd | ||||
Frank ODowd | ||||
/s/ Dimitri Papadopoulos | ||||
Dimitri Papadopoulos | ||||
/s/ Constantine Papataros | ||||
Constantine Papataros | ||||
/s/ Jonathan Steckler | ||||
Jonathan Steckler | ||||
/s/ Jeff Tantillo | ||||
Jeff Tantillo | ||||
/s/ James Wagner | ||||
James Wagner | ||||
1
2
3
4
|
|
|||||
|
||||||
|
5
By:
|
||||
|
||||
Title:
|
6
2
3
4
Alexandros Aldous, Sole Incorporator | ||||
5
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THE CHEFS WAREHOUSE, INC. P w ~ I i»H I i M 11 D I IM I I I I s Common Stock Y s ( tût/... Shar.es -.jutàabeâ M f f K l. u j SPECIMEN / * I *THE CHEFS UEIIOl SL. I ( . i %ïfecL Date M. 1.1 f> Sî = ( ,l,,,, u v FftOM WffOflf TRAJVSFERRED H - * Sè% V> Ûm © g Sgrep* SPECIMEN : sùjfaetmer fâ ( ( ( c , *shares* m //M /u/ ûc4 É f ; ) & , JM Y ô THE CHEFSWAREHOUSE, INC. / O.ORWMAL NO.ORIGMAL NO.OFSHARES YS g aj J g lé m%éÙ%%ÛCERT/FICATE/ /0. âktfè * f fe.. s-j/fCwoço vfà&m K ** : S <gt ê afe gf Sjt» -t -eii à feftfi S a Wsff wW-qpjw . AJ3»>w»awMrwgni. r sS iâ? ''1?-yC tt ! * y V/ki, . r1 f/ i v i |
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN ,r < ,( REGÎSTERED OR QUALIFIEDUNDER THE SECURITES ACT I , OF 1933, AS AMENDED, OR THE SECURITES LAWS OF CW <50 V K y J % ANY STATE. SUCH SHARES HAVE BEEN ACQUIRED FOR V L INVESTMENT PURPOSES ONLY AND MAY BE OFFERED S rv X liv I V S. P mD SOLD 0NLY W REOISTERED AND QUALIFD V Si X i. X PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL & S& N h «sh-it, AND STATE SECURITIES LAWS OR IF THE CORPORATION fis. S » Vl I IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY SA lv H, _TA Si) I fi TO THE CORPORATION THAT REGISTRATION AND fi1 v 0 I QUALIFICATION UNDER FEDERAL AND STATE ¦ X -N Vl 4 O / V SECURITIES LAWS ARE NOT REQUIRED. fl II I Il 4! t If fl; t nu «mis Il Il t* i V3A31VHM 3SNVHD J.NVU0 ÏN3W30WW3 MO N0I1VH3XW J.nOHllMHVinOUWdMI3A3NI 31VOUI1H30 3H130 30VJ 3H ±N0<mN3J.IMMSV3WVH3H1H1IM dNOdSimOO ±SnW lH3WNSISSVSIHlJ0 3HIUVNSIS3Hl30U0fJ mm I» i 1 |
i. | Willful refusal to perform, in any material respect, your duties or responsibilities for the Company; | ||
ii. | Material breach of this Agreement or any other confidentiality agreement, or your duties and responsibilities to the Company; | ||
iii. | Gross negligence or willful disregard in the performance of your duties or responsibilities; | ||
iv. | Willful disregard, in any material respect, of any financial or other budgetary limitations established for you in good faith by the Executives of the Chefs Warehouse Holdings, LLC/Dairyland | ||
v. | The commission or any act of omission involving fraud with respect to any Company Entity or in connection with any |
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relationship between any Company entity and any customer or supplier thereof, | |||
vi. | The use of illegal drugs and repetitive abuse of other drugs or repetitive consumption of alcohol interfering with the performance of your duties or any act of moral turpitude. |
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/s/ James D. Wagner
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4/16/2008
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James D. Wagner
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Section 1. |
Purpose
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Section 2. |
Definitions
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1 | ||||
Section 3. |
Administration
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Section 4. |
Shares Available For Awards
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5 | ||||
Section 5. |
Eligibility
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Section 6. |
Stock Options And Stock Appreciation Rights
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Section 7. |
Restricted Shares And Restricted Share Units
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Section 8. |
Performance Awards
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Section 9. |
Other Stock-Based Awards
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Section 10. |
Non-Employee Director And Outside Director Awards
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Section 11. |
Provisions Applicable To Covered Officers And Performance Awards
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Section 12. |
Separation From Service
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Section 13. |
Change In Control
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Section 14. |
Amendment And Termination
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Section 15. |
General Provisions
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Section 16. |
Term Of The Plan
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(a) | earnings before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation; | ||
(b) | operating (or gross) income or profit; | ||
(c) | operating efficiencies; | ||
(d) | return on equity, assets, capital, capital employed or investment; | ||
(e) | after tax operating income; | ||
(f) | net income; | ||
(g) | earnings or book value per Share; | ||
(h) | financial ratios; | ||
(i) | cash flow(s); | ||
(j) | total sales or revenues or sales or revenues per employee; | ||
(k) | production (separate work units or SWUs); | ||
(l) | stock price or total stockholder return; | ||
(m) | dividends; | ||
(n) | debt or cost reduction; | ||
(o) | strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals (including, without limitation, developmental, strategic or manufacturing milestones of products or projects in development, execution of contracts with current or prospective customers and development of business expansion strategies) and goals relating to acquisitions, joint ventures or collaborations or divestitures; or | ||
(p) | any combination thereof. |
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Percentage Vested | Date | |
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To the Company:
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The Chefs Warehouse, Inc.
100 East Ridge Road Ridgefield, Connecticut 06877 Attn: Corporate Secretary |
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To the Optionee:
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The address then maintained with respect to the Optionee in the Companys records. |
THE CHEFS WAREHOUSE, INC. | ||||||
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By: | |||||
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OPTIONEE: | ||||||
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Signature |
To the Company:
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The Chefs Warehouse, Inc.
100 East Ridge Road Ridgefield, Connecticut 06877 |
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To the Optionee:
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The address then maintained with respect to the Optionee in the Companys records. |
THE CHEFS WAREHOUSE, INC. | ||||||
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By: | |||||
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OPTIONEE: | ||||||
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Signature |
To the Company:
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The Chefs Warehouse, Inc.
100 East Ridge Road Ridgefield, CT 06877 Attn: Corporate Secretary |
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To the Grantee:
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The address then maintained with respect to the Grantee in the Companys records. |
THE CHEFS WAREHOUSE, INC. | ||||||
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By: | |||||
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GRANTEE: | ||||||
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Signature |
Percentage of Restricted Shares | Date | |
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To the Company:
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The Chefs Warehouse, Inc.
100 East Ridge Road Ridgefield, CT 06877 Attn: Corporate Secretary |
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To the Grantee:
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The address then maintained with respect to the Grantee in the Companys records. |
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THE CHEFS WAREHOUSE, INC. | ||||||
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By: | |||||
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GRANTEE: | ||||||
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To the Company:
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The Chefs Warehouse, Inc.
100 East Ridge Road Ridgefield, CT 06877 Attn: Corporate Secretary |
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To the Grantee:
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The address then maintained with respect to the Grantee in the Companys records. |
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THE CHEFS WAREHOUSE, INC. | ||||||
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By: | |||||
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GRANTEE: | ||||||
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Percentage Vested | Date | |
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To the Company:
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The Chefs Warehouse, Inc.
100 East Ridge Road Ridgefield, Connecticut 06877 Attn: Corporate Secretary |
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To the Optionee:
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The address then maintained with respect to the Optionee in the Companys records. |
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THE CHEFS WAREHOUSE, INC. | ||||||
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By: | |||||
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OPTIONEE: | ||||||
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Signature |
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THE CHEFS WAREHOUSE LEASING CO., | ||||
LLC, as Sublessor | ||||
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By:
Name: |
/s/ Dean Facatselis
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Title: | Manager | ||
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DAIRYLAND USA CORPORATION., as | ||||
Sublessee | ||||
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By:
Name: |
/s/ Dean Facatselis
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Title: | Executive Vice President |
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STATE OF NEW YORK
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COUNTY OF NEW YORK
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/s/ Joseph D. Monaco
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Joseph D. Monaco | |
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Notary Public, State of New York | |
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No. 02MO4962971 | |
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Qualified in Nassau County | |
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Commission Expires 02/26/2006 |
STATE OF NEW YORK
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COUNTY OF NEW YORK
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/s/ Joseph D. Monaco
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Joseph D. Monaco | |
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Notary Public, State of New York | |
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No. 02MO4962971 | |
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Qualified in Nassau County | |
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Commission Expires 02/26/2006 |
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| Weekly salary of $4807.69 ($250,000 annually). | |
| Eligibility to participate in Chefs Warehouse Individual Variable Compensation Plan (Bonus) at a target of 100% of your annual base salary. This plan rewards participants for their success against business and individual goals and objectives (a portion which may be discretionary). | |
| Restricted stock equivalent to 80 Basis points (.8 of 1%) of equity post IPO dilution | |
| Vesting Schedule |
| 50% immediately upon an IPO. | ||
| 12.5% each anniversary of the initial vesting for 4 years. |
| Subsequent to an IPO, equity vests 100% upon termination for any reason other than cause or you resigning. |
| If Revenue and Gross Profit Dollars meets or exceeds 100% of budgeted Revenue and Gross Profit Dollars, and EBITDA meets or exceeds budget you earn 100% of Bonus. | ||
| If Revenue and Gross Profit Dollars meets or exceeds budgeted Revenue and Gross Profit Dollars, and EBITDA comes in at 95% or higher than budgeted you earn 90% of Bonus | ||
| If Revenue and Gross Profit Dollars meets or exceeds 90% of budgeted Revenue and Gross Profit Dollars, and EBITDA comes in at 90% or higher than budgeted you earn 60% of Bonus | ||
| Any results less than outlined above, the bonus is at the discretion of the Chief Executive Officer. |
| You will continue to receive a monthly car allowance of $750. |
Sincerely,
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Accepted By James Wagner: | |||||
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/s/ Christopher Pappas
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/s/ James Wagner
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President & Chief Executive Officer
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The Chefs Warehouse
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