UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2019
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38250 | 08-2130269 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
9720 Wilshire Blvd., Suite 500 Beverly Hills, CA |
90212 | |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (310) 402-0600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 22, 2019, FAT Brands Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware technical amendments to its Certificate of Designation of Series A Fixed Rate Cumulative Preferred Stock and Certificate of Designation of Series A-1 Fixed Rate Cumulative Preferred Stock (the “ Amendments ”) to allow for shares of Series A Preferred Stock and Series A-1 Preferred Stock to be issued in either certificated or book-entry (uncertificated) form. Previously such shares could be issued only in book-entry form. Copies of the Amendments are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 28, 2019
| FAT Brands Inc. | ||
| By: | /s/ Andrew A. Wiederhorn | |
| Andrew A. Wiederhorn | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF
SERIES A FIXED RATE CUMULATIVE PREFERRED STOCK
OF
FAT BRANDS INC.
The undersigned, Rebecca D. Hershinger, being the Secretary of FAT Brands Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies that the following resolution was adopted unanimously by the Board of Directors of the Corporation at a duly called meeting pursuant to the provisions of Section 242 of the Delaware General Corporation Law:
RESOLVED, that pursuant to the authority expressly granted to the Board of Directors by the provisions of the Corporation’s Certificate of Incorporation, the Board hereby amends the Certificate of Designation of Rights and Preferences of Series A Fixed Rate Cumulative Preferred Stock, par value $0.0001 per share (the “ Certificate of Designation ”), originally filed with the Delaware Secretary of State on June 8, 2018, as follows:
1. Section 13 of the Certificate of Designation is hereby amended and restated in its entirety to read as follows:
Section 13. Form of Security . The Series A Preferred Stock shall be issued as book-entry securities directly registered in the stockholder’s name on the Corporation’s books and records or, if requested by any holder of the Series A Preferred Stock, such holder’s shares may be issued in certificated form.
IN . WITNESS WHEREOF, this Certificate of Amendment of Certificate of Designation is executed on behalf of the Corporation this 22nd day of February 2019.
| FAT BRANDS INC. | ||
| By: | /s/ Rebecca D. Hershinger | |
| Rebecca D. Hershinger | ||
| Secretary | ||
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF
SERIES A-1 FIXED RATE CUMULATIVE PREFERRED STOCK
OF
FAT BRANDS INC.
The undersigned, Rebecca D. Hershinger, being the Secretary of FAT Brands Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies that the following resolution was adopted unanimously by the Board of Directors of the Corporation at a duly called meeting pursuant to the provisions of Section 242 of the Delaware General Corporation Law:
RESOLVED, that pursuant to the authority expressly granted to the Board of Directors by the provisions of the Corporation’s Certificate of Incorporation, the Board hereby amends the Certificate of Designation of Rights and Preferences of Series A-1 Fixed Rate Cumulative Preferred Stock, par value $0.0001 per share (the “ Certificate of Designation ”), originally filed with the Delaware Secretary of State on July 3, 2018, as follows:
1. Section 13 of the Certificate of Designation is hereby amended and restated in its entirety to read as follows:
Section 13. Form of Security . The Series A-1 Preferred Stock shall be issued as book-entry securities directly registered in the stockholder’s name on the Corporation’s books and records or, if requested by any holder of the Series A-1 Preferred Stock, such holder’s shares may be issued in certificated form.
IN . WITNESS WHEREOF, this Certificate of Amendment of Certificate of Designation is executed on behalf of the Corporation this 22nd day of February 2019.
| FAT BRANDS INC. | ||
| By: | /s/ Rebecca D. Hershinger | |
| Rebecca D. Hershinger | ||
| Secretary | ||