-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ed+TkPUJJQf18dkk6bfvUREHSLE3xnT88RrRRgKxqG5z94KA612S+oPqXfPZ0+bG NLjjd5joxzPHkN3TGh7lTQ== 0000950134-09-005178.txt : 20090312 0000950134-09-005178.hdr.sgml : 20090312 20090312163339 ACCESSION NUMBER: 0000950134-09-005178 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090312 DATE AS OF CHANGE: 20090312 GROUP MEMBERS: ALEX MERUELO GROUP MEMBERS: LUIS ARMONA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUBIOS RESTAURANTS INC CENTRAL INDEX KEY: 0001082423 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330100303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57387 FILM NUMBER: 09676157 BUSINESS ADDRESS: STREET 1: 1902 WRIGHT PL STREET 2: STE 300 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7609298226 MAIL ADDRESS: STREET 1: 1902 WRIGHT PL STREET 2: STE 300 CITY: CARLSBAD STATE: CA ZIP: 92008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meruelo Alex Living Trust CENTRAL INDEX KEY: 0001372647 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9550 FIRESTONE BLVD. STREET 2: SUITE 105 CITY: DOWNEY STATE: CA ZIP: 90241 BUSINESS PHONE: 214-651-5291 MAIL ADDRESS: STREET 1: 9550 FIRESTONE BLVD. STREET 2: SUITE 105 CITY: DOWNEY STATE: CA ZIP: 90241 SC 13D/A 1 d66799sc13dza.htm SC 13D/A sc13dza
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Rubio’s Restaurants, Inc.
 
(Name of Issuer)
Common Stock, par value $0.001 per share
 
(Title of Class of Securities)
78116B102
 
(CUSIP Number)
Garrett A. DeVries
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5614
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 18, 2009
 
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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).
 
 

 

                     
CUSIP No.
  
78116B102 
  

 

           
1   NAMES OF REPORTING PERSONS.

Alex Meruelo Living Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO (1)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  7   SOLE VOTING POWER
     
NUMBER OF   977,900 (2)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   977,900 (2)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  977,900
     
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)
   
  9.8% (3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO - Trust
(1) See Item 3.
(2) Power is exercised through its sole trustee, Alex Meruelo.
(3) Based upon 9,951,077 shares outstanding as of 11/7/2008 as reported in the Form 10-Q for the quarterly period ended 9/28/2008.

 

                     
CUSIP No.
  
78116B102 
  

 

           
1   NAMES OF REPORTING PERSONS.

Alex Meruelo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO (1)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   977,900 (2)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   977,900 (2)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  977,900
     
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)
   
  9.8% (3)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) See Item 3.
(2) Alex Meruelo is the beneficial owner of the reported shares by virtue of his position as Trustee of the Alex Meruelo Living Trust.
(3) Based upon 9,951,077 shares outstanding as of 11/7/2008 as reported in the Form 10-Q for the quarterly period ended 9/28/2008.

 

                     
CUSIP No.
  
78116B102 
  

 

           
1   NAMES OF REPORTING PERSONS.

Luis Armona
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   150,000
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   150,000
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  150,000
     
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)
   
  1.5% (1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Based upon 9,951,077 shares outstanding as of 11/7/2008 as reported in the Form 10-Q for the quarterly period ended 9/28/2008.

 

     This Amendment No. 2 reflects changes to the information in the Schedule 13D relating to the common stock, par value $0.001 per share (“Common Stock”), of Rubio’s Restaurants, Inc., a Delaware corporation (the “Company”), filed February 25, 2008 by the Reporting Persons with the Commission, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed January 30, 2009 by the Reporting Persons with the Commission (as amended, the “Schedule 13D”). Each capitalized term used and not otherwise defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
     Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     “As of March 12, 2009, the Reporting Persons had purchased an aggregate of 1,127,900 shares of Common Stock, for a total aggregate purchase price of approximately $6,582,502.49. The Reporting Persons purchased such shares with a combination of trust funds from the Alex Meruelo Living Trust and personal funds of Luis Armona.”
Item 4. Purpose of the Transaction.
     Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     “The Reporting Persons have acquired the shares of Common Stock for investment purposes. The Reporting Persons from time to time intend to review their investment in the Company on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or in privately negotiated transactions.
     As investors in the Company, the Reporting Persons have had general discussions with representatives of the Company from time to time regarding various matters relating to the business and operations of the Company. On February 18, 2009, Mr. Meruelo and a business associate met with the Chief Executive Officer and Chief Financial Officer of the Company. During the meeting, they discussed the general business and direction of the Company, including, without limitation, (i) Mr. Meruelo’s belief that the Company should not be public, (ii) Mr. Meruelo’s general interest in acquiring the Company at some point in the future and (iii) the plans or intentions of other major stockholders regarding their ownership of Common Stock. Notwithstanding the foregoing, however, no formal plans, proposals or offers were discussed or made to the Company during the meeting.
     In addition, the Reporting Persons intend to engage in communications with one or more stockholders, officers or directors of the Company, including discussions regarding the Company’s operations and strategic direction and ideas that, if effected, may result in, among other things: (a) the acquisition by the Reporting Persons of the Company or of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing any class of the Company’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above. Except to the extent that the foregoing discussions may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one

 

 

or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.”
Item 5. Interest in Securities of the Issuer.
     Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     “(a) Each Reporting Person may be deemed to be a member of a group with respect to the Company or securities of the Company for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the Company or any securities of the Company or (ii) a member of any syndicate or group with respect to the Company or any securities of the Company.
     The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
  (b)   Number of shares as to which each Reporting Person has:
  (i)   sole power to vote or to direct the vote:
 
      See Item 7 on the cover page(s) hereto.
 
  (ii)   shared power to vote or to direct the vote:
 
      See Item 8 on the cover page(s) hereto.
 
  (iii)   sole power to dispose or to direct the disposition of:
 
      See Item 9 on the cover page(s) hereto.
 
  (iv)   shared power to dispose or to direct the disposition of:
 
      See Item 10 on the cover page(s) hereto.
  (c)   Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below.
                                         
                            Price    
Transaction   Effecting   Shares   Shares   Per   Description
Date   Person(s)   Acquired   Disposed   Share(1)   of Transaction
3/6/2009
   Alex Meruelo Living Trust     280,000       0     $ 3.09     Open Market
  (1)   Price per share includes commissions.
     Except as otherwise described herein, no transactions in the Common Stock of the Company were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any Reporting Person.
  (d)   Not applicable.
 
  (e)   Not applicable.”

 

 

Item 7. Material to be Filed as Exhibits.
     Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     The following exhibits are filed as exhibits hereto:
     
Exhibit   Description of Exhibit
99.1
  Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13D related to the Common Stock of the Company filed February 25, 2008 by the Reporting Persons with the Commission)

 

 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
             
 
            
Date: March 12, 2009   Alex Meruelo Living Trust    
 
            
 
  By:
Name:
Title: 		  /s/ Alex Meruelo
 
Alex Meruelo
Trustee 		   
 
            
    Alex Meruelo    
 
            
 
  By:
Name: 		  /s/ Alex Meruelo
 
Alex Meruelo 		   
 
            
    Luis Armona    
 
            
 
  By:
Name: 		  /s/ Luis Armona
 
Luis Armona 		   

 

 

EXHIBIT INDEX
     
Exhibit   Description of Exhibit
99.1
  Joint Filing Agreement (incorporated by reference from Exhibit 99.1 to the Schedule 13D related to the Common Stock of the Company filed February 25, 2008 by the Reporting Persons with the Commission)

 

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