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): May 13, 2021

 

FAT Brands Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   001-38250   82-1302696
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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) 319-1850

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Common Stock, par value $0.0001 per

share

  FAT   The Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock, par value $0.0001 per share   FATBP   The Nasdaq Stock Market LLC
Warrants to purchase Common Stock   FATBW   The Nasdaq Stock Market LLC

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective May 13, 2021, FAT Brands Inc. (the “Company”) appointed Kenneth J. Kuick, age 52, as the Chief Financial Officer of the Company. Mr. Kuick most recently served as Chief Financial Officer of Noodles & Company, a national fast-casual restaurant concept, from November 2018 to August 2020, where he was responsible for leading the Company’s finance, accounting and supply chain operations. Prior to that, Mr. Kuick served as Chief Accounting Officer of VICI Properties Inc., a real estate investment trust specializing in casino properties, from October 2017 to August 2018, where he was responsible for accounting, consolidated financial operations, capital markets transactions, treasury, internal audit, tax and external reporting. Prior to that, Mr. Kuick served as Chief Accounting Officer of Caesars Entertainment Operating Company, a subsidiary of Caesars Entertainment Corporation, and as Vice President, Assistant Controller for Caesars Entertainment Corporation. Mr. Kuick is a Certified Public Accountant and earned his Bachelor of Science degree in Accounting and Business Systems from Taylor University. Mr. Kuick replaces Rebecca D. Hershinger as Chief Financial Officer of the Company.

 

Mr. Kuick will receive an annual base salary of $400,000 and an annual bonus incentive with target annual potential of 50% of base salary. Mr. Kuick will also receive an award of 100,000 shares of restricted common stock, vesting over a three-year period.

 

Mr. Kuick has no family relationships with any current director, director nominee or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party or an intended party in which Mr. Kuick has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure

 

The Company issued a press release on May 18, 2021 announcing the appointment of Mr. Kuick and other senior officers, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The information in the attached press release is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release dated May 18, 2021

 

     
 

 

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: May 19, 2021

 

  FAT Brands Inc.
     
  By: /s/ Andrew A. Wiederhorn
    Andrew A. Wiederhorn
    Chief Executive Officer

 

     

 

 

 

Exhibit 99.1

 

FAT BRANDS BEEFS UP SENIOR MANAGEMENT TEAM

 

5/18/2021

 

Three additions to executive suite bring decades of experience and expertise as global restaurant franchise company moves to make further acquisitions

 

Los Angeles, May 18, 2021 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc., parent company of Fatburger, Johnny Rockets and seven other restaurant concepts, has added additional depth to its senior management team with three new hires: Allen Sussman, General Counsel; Ken Kuick, Chief Financial Officer; and Rob Rosen, EVP Capital Markets.

 

“FAT Brands has experienced remarkable growth in spite of the pandemic, opening new restaurants around the world, and we’re not done yet,” said Andy Wiederhorn, CEO of FAT Brands. “Bringing these three talented professionals on-board will bring additional intellectual capital and practical expertise to our executive team as we explore new opportunities and consider other acquisitions.”

 

Although Allen Sussman is newly appointed as General Counsel, he has worked with FAT Brands for several years and shepherded the company through its IPO and multiple acquisitions. He joins FAT from Loeb & Loeb LLP in Los Angeles, where he was a partner in the Capital Markets and Corporate Practice Groups. “I’m very excited to be joining FAT Brands in-house at this key juncture in the company’s evolution,” he said. “The company has a compelling story to tell, and I am eager to help build upon the impressive growth the company has achieved, in particular, over the last several years.”

 

Chief Financial Officer, Ken Kuick, most recently served as Chief Financial Officer for Noodles & Company (NASDAQ: NDLS). Prior to that, he was Chief Accounting Officer for VICI Properties (NYSE: VICI), a real estate investment trust. Ken also served as Chief Accounting Officer for Caesars Entertainment (NASDAQ: CZR) from 2014 to 2017 and as Vice President, Assistant Controller beginning in 2011.

 

Commenting on his appointment, Mr. Kuick said, “I am thrilled to join Andy and the entire FAT Brands team and play a role in helping to lead the organization as it continues its growth strategy. FAT Brands has an impressive portfolio of brands, tremendous growth potential and a dedicated team. Along with joining the strong FAT Brands team, I am equally looking forward to working with the amazing franchisees and serving as a resource for them.”

 

     
 

 

Rob Rosen, EVP Capital Markets, is a Wall Street veteran with over 30 years of experience in structured finance, banking, lending and on the portfolio management buy-side. Rob has worked on the banking side for Fleet Bank, Kidder Peabody and Bank of Tokyo and has spent over 20 years working with Black Diamond Capital Management in a variety of management, board level and advisory capacities.

 

“FAT Brands’ multi-brand platform has reached a critical mass in terms of quality holdings and infrastructure to enable additional brand acquisitions and internal growth to be significantly accretive from day one,” explained Rob Rosen. “A large component of executing FAT’s organic growth strategy as well as the acquisition roll up plan is effective use of the credit and capital markets and a disciplined approach to future purchases. I look forward to working with the group on all of these aspects.”

 

About FAT (Fresh. Authentic. Tasty.) Brands

 

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets and develops fast casual and casual dining restaurant concepts around the world. The Company currently owns nine restaurant brands: Fatburger, Johnny Rockets, Buffalo’s Cafe, Buffalo’s Express, Hurricane Grill & Wings, Elevation Burger, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises approximately 700 units worldwide. For more information, please visit www.fatbrands.com.

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our future financial and operating results and future acquisitions and growth. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future. Our future performance may differ materially from current expectations expressed in these forward-looking statements. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies including, but not limited to, uncertainties surrounding the severity, duration and effects of the current COVID-19 pandemic, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

 

MEDIA C ONTACT :

 

Erin Mandzik, JConnelly

emandzik@jconnelly.com

862-246-9911

 

Source: FAT Brands Inc.