As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/16/18  MTY Food Group Inc.               F-80/A      2/16/18    8:2.4M                                   e3 Fil… Computershare/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-80/A      Amendment No. 1 to Form F-80                        HTML     56K 
 2: EX-3.12     Press Release of Mty Food Group Inc. Dated          HTML     39K 
                          February 15, 2018.                                     
 3: EX-3.13     The Management Discussion & Analysis of Mty Food    HTML    265K 
                          Group Inc. for the Fiscal Year Ended                   
                          November 30, 2017.                                     
 4: EX-3.14     The Consolidated Financial Statements of Mty Food   HTML    666K 
                          Group Inc., Together With the Notes                    
                          Thereto and the Auditor's Report                       
                          Thereon, for the Fiscal Year Ended                     
                          November 30, 2017.                                     
 5: EX-3.15     The CEO of Mty Food Group Inc Certification of      HTML     18K 
                          Annual Filings.                                        
 6: EX-3.16     The CFO of Mty Food Group Inc Certification of      HTML     18K 
                          Annual Filings.                                        
 7: EX-3.17     The Annual Information Form of Mty Food Group Inc.  HTML    206K 
                          for the Fiscal Year Ended November 30,                 
                          2017.                                                  
 8: EX-4.5      Consent of Deloitte LLP With Respect to the         HTML      8K 
                          Audited Financials of Mty Food Group                   
                          Inc. for the Fiscal Year Ended November                
                          30, 2017.                                              

As filed with the Securities and Exchange Commission on February 16, 2018

Registration No. 333-222554

 

Copy to:

 

Approximate date of commencement or proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. [   ]

Explanatory Note

MTY Food Group Inc. (the “Registrant”) hereby amends the Registration Statement on Form F-80 filed with the U.S. Securities and Exchange Commission on January 16, 2018 (the “Registration Statement”), to include the following documents as exhibits:

	a)	Press release of the Registrant dated February 15, 2018, with the title “MTY REPORTS RESULTS FOR THE FOURTH QUARTER OF ITS 2017 FISCAL PERIOD;”
	b)	The Registrant’s management discussion & analysis for the fiscal year ended November 30, 2017;
	c)	The Registrant’s consolidated financial statements, together with the notes thereto and the auditor's report thereon, for the fiscal year ended November 30, 2017;
	d)	The Registrant’s Chief Executive Officer’s Certification of Annual Filings;
	e)	The Registrant’s Chief Financial Officer’s Certification of Annual Filings; and
	f)	The Registrant’s annual information form for the fiscal year ended November 30, 2017.

The Registrant has filed each of the above referenced documents in its home jurisdiction in order to provide investors in the U.S. who have received the Notice of Special Meeting of Shareholders and Management Information Circular of Imvescor Restaurant Group Inc. dated January 12, 2018, previously filed with the Commission on the Registration Statement, with access to the same information. The Registrant is filing this Amendment No. 1 for the purpose of attaching the information as additional exhibits to the Registration Statement.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

ITEM 1. HOME JURISDICTION DOCUMENTS

Notice of Special Meeting of Shareholders and Management Information Circular of Imvescor Restaurant Group Inc. dated January 12, 2018
Letter of Transmittal

ITEM 2. INFORMATIONAL LEGENDS

See “Notice to Shareholders in the United States” in the Notice of Special Meeting of Shareholders and Management Information Circular.

ITEM 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

See “Documents Incorporated by Reference” in the Notice of Special Meeting of Shareholders and Management Information Circular. As required by this Item, the Notice of Special Meeting of Shareholders and Management Information Circular provides that copies of the documents incorporated by reference may be obtained on request without charge by writing to Isabelle Breton, General Counsel and Corporate Secretary of Imvescor Restaurant Group Inc., at 8250 Décarie Blvd, Suite 310, Montreal, Québec, H4P 2P5. In addition, copies of these documents may also be obtained on request without charge from the Corporate Secretary of the Registrant at 8150 Trans-Canada Highway, suite 200, St-Laurent, Quebec, H4S 1M5, or by telephone at (514) 336-8885.

ITEM 4. LIST OF DOCUMENTS FILED WITH THE COMMISSION

See “Documents incorporated by reference” in the Notice of Special Meeting of Shareholders and Management Information Circular.*

*	Previously filed with the Registrant’s Form F-80 (Commission File No. 333-222554) filed with the U.S. Securities and Exchange Commission on January 16, 2018.

PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers
Section 124 of the Canada Business Corporations Act and Section 8.1 of the Registrant's By-Law No.1 provide for indemnification of directors and officers of the Registrant.

Section 124 of the Canada Business Corporations Act provides as follows:

124. (1) Indemnification. A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

(2) Advance of Costs. A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfill the conditions of subsection (3).

(3) Limitation. A corporation may not indemnify an individual under subsection (1) unless the individual
(a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation's request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

(4) Indemnification in derivative actions. A corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in subsection (3).

(5) Right to indemnity. Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity.

(a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b) fulfills the conditions set out in subsection (3).

(6) Insurance. A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

(a) in the individual's capacity as a director or officer of the corporation; or

(b) in the individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation's request.

(7) Application to court. A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.

(8) Notice to Director. An applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

(9) Other notice. On an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Exhibits

A list of exhibits filed as part of this registration statement is set forth on the Exhibit Index immediately preceding such exhibits, which are incorporated herein by reference.

PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings

(a) The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-80 or to transactions in said securities.

(b) The Registrant further undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to applicable Canadian federal and/or provincial or territorial law, regulation or policy, information regarding purchases of the Registrant’s securities or of the subject issuer’s securities during the exchange offer. Such information shall be set forth in amendments to this Form.

Item 2. Consent to Service of Process

(a) The Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b) Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

Exhibit Index

 

 

 

*	Previously filed with the Registrant’s Form F-80 (Commission File No. 333-222554) filed with the U.S. Securities and Exchange Commission on January 16, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Canada on the 16^th day of February 2018.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

MTY Food Group Inc.

By his or her signature set forth below, the undersigned, pursuant to the duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this Amendment No. 1 to the Registration Statement on behalf of the persons indicated.