UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
)*
Rubio’s
Restaurants, Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
(CUSIP
Number)
Ralph
Rubio
1902
Wright Place, Suite 300
Carlsbad,
CA 92008
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of § §240.1 3d- l(e), 240.13d-l(f) or 240.13d- l(g), check the
following box.
x
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form
with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the
liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see
the
Notes).
|
|
|
|
|
|
1.
|
Names
of Reporting Persons:
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
(a)
o
(b)
x
|
|
|
4.
|
Source
of Funds (See Instructions):
OO
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
o
|
|
|
6.
|
Citizenship
or Place of Organization:
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power:
|
|
8.
|
Shared
Voting Power:
865,287(1)(2)
|
|
9.
|
Sole
Dispositive Power:
865,287(1)
|
|
10.
|
Shared
Dispositive Power:
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11):
|
|
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
|
(1)
|
863,847
of the shares are held by Mr. Rubio in trust for the benefit of Mr. Rubio
and his family; 1,440 of the shares are held by Mr. Rubio’s spouse as
custodian for the benefit of his minor
children.
|
|
(2)
|
By
virtue of the proxy granted to MRRC Hold Co., a Delaware corporation,
pursuant to the Voting Agreement described in Item 4 below, Parent may be
deemed to share the power to vote the shares of Common Stock beneficially
owned by Mr. Rubio in accordance with the terms of the Voting Agreement.
See the discussion of the Voting Agreement contained in Item 4
below.
|
|
(3)
|
Percentage
of shares reported is based upon 10,035,177 shares of Common Stock
outstanding as of May 7, 2010, as reported in the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission on May 12,
2010.
|
|
Item
1.
|
Security and
Issuer
.
|
This
Schedule 13D relates to the common stock, par value $0.001 per share (
“Common
Stock”
), of Rubio’s Restaurants, Inc., a Delaware corporation (the
“Issuer”
).
The principal executive offices of the Issuer are located at 1902 Wright Place,
Suite 300, Carlsbad, California 92008.
|
Item
2.
|
Identity and
Background.
|
(a) Name
of Person Filing: Ralph Rubio.
(b) Business
Address: 1902 Wright Place, Suite 300, Carlsbad, California 92008.
(c) Mr.
Rubio is the Chairman of the Board of Directors of the Issuer. The Issuer owns
and operates high-quality, fast-casual Mexican restaurants, and its principal
office and place of business is set forth in Item 1 above.
(d)-(e) Mr.
Rubio has not, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mr. Rubio was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship:
United States of America
|
Item
3.
|
Source and Aount of
Funds or Other
Consideration
.
|
All
shares of Common Stock held by Mr. Rubio were acquired prior to the Issuer’s
initial public offering of its Common Stock on May 20, 1999. Such shares of
Common Stock were obtained by Mr. Rubio from time to time in connection with his
position as a founder and executive officer of the Issuer.
|
Item
4.
|
Purpose of
Transaction
.
|
On May 9,
2010, the Issuer entered into an Agreement and Plan of Merger (the “
Merger
Agreement
”)
with MRRC Merger Co., a Delaware corporation (“
Merger
Sub
”), and MRRC Hold Co., a Delaware corporation (“
Parent
”).
Parent is wholly owned by Mill Road Capital, L.P. (“
Mill
Road
”). Pursuant to the Merger Agreement, Parent will acquire the
Issuer through the merger of Merger Sub with and into the Issuer (the “
Merger
”).
At the effective time of the Merger, each outstanding share of the Issuer’s
Common Stock (other than shares owned by Parent and dissenting shares) will be
converted into the right to receive $8.70 in cash. This summary of the
Merger Agreement is qualified in its entirety by reference to the full terms and
provisions of the Merger Agreement, which was filed as Exhibit 2.1 to the
Current Report on Form 8-K filed by the Issuer on May 11, 2010 and is
incorporated herein by reference.
Concurrently
with the execution of the Merger Agreement, Mr. Rubio entered into a voting
agreement with Parent (the “
Voting
Agreement
”) pursuant to which Mr. Rubio has agreed, subject to the terms
and conditions of the Voting Agreement, (i) to vote in favor of the Merger, (ii)
to vote against any Takeover Proposal (as defined in the Merger Agreement), and
(iii) not to enter into any agreement or understanding with any person or entity
the effect of which would be inconsistent with or violative of his obligations
under the Voting Agreement. This summary of the Voting Agreement is qualified in
its entirety by reference to the full terms and provisions of the Voting
Agreement, which was filed as Exhibit 99.1 to the Current Report on Form 8-K
filed by the Issuer on May 11, 2010 and is incorporated herein by
reference.
Also, Mr.
Rubio, indirectly through the Ralph Rubio and Dione Rubio Family Trust, is party
to an Amended and Restated Investors’ Rights Agreement, dated as of November 19,
1997, as amended (the “
Investors’ Rights
Agreement
”) whereby the Issuer granted Mr. Rubio certain registration
rights. In connection with the Merger, Mr. Rubio, indirectly through the
Ralph Rubio and Dione Rubio Family Trust, has entered into an Investors’ Rights
Agreement Standstill and Termination Agreement, dated as of May 9, 2010 (the
“
Standstill
and Termination Agreement
”), pursuant to which Mr. Rubio has agreed (i)
not to exercise any demand registration rights as provided for in the Investors’
Rights Agreement; and (ii) the Investors’ Rights Agreement will terminate
contingent upon and as of the effective time of the Merger. This summary of the
Standstill and Termination Agreement is qualified in its entirety by reference
to the full terms and provisions of the Standstill and Termination Agreement,
which was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the
Issuer on May 11, 2010 and is incorporated herein by reference.
|
Item
5.
|
Interest in Securities
of the Issuer
.
|
(a) The
information set forth under Items 11 and 13 on the attached cover page is
incorporated by reference.
(b) The
information set forth under Items 7, 8, 9 and 10 on the attached cover page is
incorporated by reference.
(c) The
following table details all of the transactions in the Common Stock of the
Company that were effected by Mr. Rubio during the past sixty (60) days (each of
which was effected in an open market transaction pursuant to a selling plan,
dated May 20, 2009, in accordance with the requirements of Rule
10b5-1):
|
Date
|
Type
of Transaction
|
Number
of Shares
|
Security
Type
|
Price
per
Share
($)
|
|
4/7/10
|
Sale
|
800
|
Common
Shares
|
$8.00
|
|
4/7/10
|
Sale
|
300
|
Common
Shares
|
$8.01
|
|
4/7/10
|
Sale
|
200
|
Common
Shares
|
$8.03
|
|
4/7/10
|
Sale
|
200
|
Common
Shares
|
$8.10
|
|
4/21/10
|
Sale
|
100
|
Common
Shares
|
$8.30
|
|
4/21/10
|
Sale
|
100
|
Common
Shares
|
$8.31
|
|
4/21/10
|
Sale
|
200
|
Common
Shares
|
$8.33
|
|
4/21/10
|
Sale
|
100
|
Common
Shares
|
$8.335
|
|
4/21/10
|
Sale
|
50
|
Common
Shares
|
$8.36
|
|
4/21/10
|
Sale
|
550
|
Common
Shares
|
$8.37
|
|
4/21/10
|
Sale
|
400
|
Common
Shares
|
$8.38
|
|
5/5/10
|
Sale
|
100
|
Common
Shares
|
$7.96
|
|
5/5/10
|
Sale
|
373
|
Common
Shares
|
$7.99
|
|
5/5/10
|
Sale
|
116
|
Common
Shares
|
$8.00
|
|
5/5/10
|
Sale
|
200
|
Common
Shares
|
$8.01
|
|
5/5/10
|
Sale
|
200
|
Common
Shares
|
$8.02
|
|
5/5/10
|
Sale
|
511
|
Common
Shares
|
$8.03
|
|
5/19/10
|
Sale
|
1,400
|
Common
Shares
|
$8.50
|
|
5/19/10
|
Sale
|
100
|
Common
Shares
|
$8.51
|
(d) Except
as described under Items 8 and 9 on the attached cover page, no other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Common Stock beneficially owned by
Mr. Rubio as of the date hereof.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
.
|
The
information set forth under Items 4 and 5 above is incorporated by
reference.
|
Item
7.
|
Material to be Filed
as Exhibits
.
|
|
Exhibit
99.1
|
Agreement
and Plan of Merger, dated as of May 9, 2010, by and among
Rubio’sRestaurants, Inc., MRRC Merger Co. and MRRC Hold Co. (incorporated
byreference to Exhibit 2.1 of the Current Report on Form 8-K filed by the
Issuer on May 11, 2010).
|
|
Exhibit
99.2
|
Voting
Agreement, dated as of May 9, 2010, by and between MRRC Hold Co. and Ralph
Rubio (incorporated by reference to Exhibit 99.1 of the Current Report on
Form 8-K filed by the Issuer on May 11,
2010).
|
|
Exhibit
99.3
|
Investors’
Rights Agreement Standstill and Termination Agreement, dated as of May 9,
2010, by and between Rubio’s Restaurants, Inc. and the Ralph Rubio and
Dione Rubio Family Trust (incorporated by reference to Exhibit 10.2 of the
Current Report on Form 8-K filed by the Issuer on May 11,
2010).
|
SIGNATURE
After reasonable inquiry and to best of
my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
|
|
Ralph Rubio
|
|
|
|
|
|
|
|
Dated:
May 21, 2010
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubios Restaurants (MM) (NASDAQ:RUBO)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Rubios Restaurants (MM) (NASDAQ:RUBO)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
