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
THE CHEFS’ WAREHOUSE, INC.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
001-35249
|
|
20-3031526 |
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (
203) 894-1345
Chefs’ Warehouse Holdings, LLC
(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
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(d) Effective
July 27, 2011, John Austin, Kevin Cox, and Stephen Hanson have been appointed to
the Board of Directors of The Chefs’ Warehouse, Inc. (the
“Company”), thereby joining Christopher
Pappas, John Pappas, Dean Facatselis, and John Couri as
the Company’s directors. Messrs. Austin,
Hanson, and Cox will serve as members of
the Company’s audit committee, Messrs. Couri, Austin, and
Cox will serve as members of
the Company’s compensation committee, and Messrs. Cox, Hanson, and
Couri will serve as members of
the Company’s nominating and corporate governance committee.
John Austin, 49, is a founder and the chief financial officer of The Hilb Group, LLC, a
regional mid-market insurance brokerage firm formed in 2009 which focuses primarily on property and
casualty insurance and employee benefits services. Prior to joining The Hilb Group in 2009, Mr.
Austin was employed by Performance Food Group Company (
“PFG”), a Richmond, Virginia-based publicly
traded foodservice distributor, from 1995 to 2009. Mr. Austin served his last six years at PFG as
that company’s chief financial officer. Prior to joining PFG, Mr. Austin spent four years as the
assistant controller for General Medical Corporation, a Richmond, Virginia-based distributor of
medical supplies. He also spent the first six years of his career in public accounting, primarily
with the Richmond, Virginia office of Deloitte & Touche. Mr. Austin brings to
the Company’s Board
of Directors an extensive background and experience in finance and the operations of a public
company operating within the foodservice distribution industry.
Kevin Cox, 47, is the executive vice president of human resources at American Express Company
(
“American Express”), a global provider of payment solutions and travel-related services for
consumers and businesses, a position he has held since 2005. Prior to joining American Express, Mr.
Cox spent 16 years at PepsiCo and Pepsi Bottling Group, where he held positions leading strategy,
business development, technology and human resources. He is a current member of the board of
directors of Corporate Executive Board Company, a registered public company, and Ability Beyond
Disability, and he served as a member of the board of directors of Virgin Mobile USA, Inc., a
registered public company, from 2007 to 2009. Mr. Cox holds a Master of Labor and Industrial
Relations from Michigan State University and a Bachelor of Arts from Marshall University. Mr. Cox
brings his extensive knowledge of compensation matters, including the design, implementation and
maintenance of compensation programs for publicly traded companies, as well as his experiences
gained from serving on boards of directors of other publicly traded companies, to
the Company’s
Board of Directors.
Stephen Hanson, 61, is the founder and president of B.R. Guest Restaurants, a New York
multi-concept operator that began with one restaurant in 1987 and has since expanded to over 20
properties in New York City, Las Vegas and Florida. Mr. Hanson is a member of the Department of
Consumer Affairs’ Consumers Council for New York City, a position he has held since January 2011.
He also sits on the boards of directors for Publicolor, a not-for-profit organization that uses
color, collaboration, design and the painting process to empower students to transform themselves,
their schools and their communities, and City Harvest, a not-for-profit organization dedicated to
ending hunger in New York City. Mr. Hanson earned a business degree from New York University’s
Stern School of Business in 1976. Mr. Hanson brings more than twenty years of experience in the
restaurant industry, as well as his general business and investing background, to
the Company’s
Board of Directors.
(e) On
August 2, 2011,
the Company entered into employment agreements with each of Christopher
Pappas, its President and Chief Executive Officer, and John Pappas, its Vice Chairman. Each of the
employment agreements has a three-year term and allows for the automatic extension of the term for
successive one-year terms unless either party to the agreement elects not to renew the agreement at
least 60 days prior to the end of the term. The agreements provide for an annual base salary of
$750,000
for Christopher Pappas and an annual base salary of $450,000 for John Pappas, an annual cash bonus
opportunity for each to be determined by the Board of Directors (or a committee thereof) and the
right of each to participate in
the Company’s incentive plans. Additionally, the agreements provide
for four weeks of paid vacation annually, a monthly car allowance of $2,000 and participation in
the Company’s employee benefit plans and programs for salaried employees to the extent permissible
under such plans or programs.
The agreements also provide for severance benefits if Christopher Pappas or John Pappas, as
applicable, is terminated by
the Company without cause. Upon such a termination, the agreements
provide for the continued payment of base salary for one year from the date of termination and the
right to receive any bonus that has been earned but remains unpaid on the date of termination. The
agreements also include a non-competition and non-solicitation provision, pursuant to which each
executive has agreed, among other things, that for one year following the termination of his
employment with
the Company, he will not (i) compete with
the Company or its
subsidiaries; (ii)
induce a customer or supplier of
the Company to cease doing business with
the Company or (iii)
induce an employee of
the Company to leave its employ. For purposes of the employment agreements,
“cause” is defined as (i) engaging in willful misconduct that is injurious to
the Company or its
affiliates or (ii) the embezzlement or misappropriation of
the Company’s, or its affiliates’, funds
or property; provided that, no act, or failure to act, is to be considered
“willful” unless done,
or omitted to be done, not in good faith and without reasonable belief that the action or omission
was in the best interest of
the Company.
On
July 27, 2011,
the Company filed its
certificate of incorporation, in the form previously
filed as Exhibit 3.3 to Pre-Effective Amendment No. 5 to
the Company’s Registration Statement on
Form S-1 (File No.
333-173445), with the Secretary of State of the State of Delaware and the
Company’s
bylaws, in the form
previously filed as Exhibit 3.4 to Pre-Effective Amendment No. 2 to
the Company’s Registration Statement on Form S-1 (File No.
333-173445), became effective. A
description of
the Company’s capital stock has previously been reported by
the Company in its
prospectus, dated
July 28, 2011, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended. The
certificate of incorporation and the
bylaws are
filed herewith as
Exhibit 3.1 and
Exhibit 3.2, respectively, and are
incorporated herein by reference.
Item 8.01 Other Events.
On
August 2, 2011,
the Company issued a
press release announcing the completion of the
initial public offering of 10,350,000 of its common shares, $0.01 par value per share, which
included 4,666,667 shares offered by
the Company and 5,683,333 shares offered by certain of the
Company’s existing stockholders, including 1,350,000 shares sold to the underwriters to cover
over-allotments, for cash consideration of $13.95 per share (net of underwriting discounts) to a
syndicate of underwriters led by Jefferies & Company, Inc., BMO Capital Markets Corp. and Wells
Fargo Securities, LLC as representatives of the underwriters for the offering. The other
underwriters in the syndicate were BB&T Capital Markets, a division of Scott & Stringfellow, LLC,
and Canaccord Genuity Inc. A copy of the
press release is
filed herewith as
Exhibit 99.1.