-----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, UokIePoEc9RhmZ7p7DTNvSRECTvwYBywkF7vrkylEpoAJQ2JRyRTAaXHO6/SIHu0 n21mQHy31v2+L/D8Jhf07Q== 0001104659-06-018347.txt : 20060322 0001104659-06-018347.hdr.sgml : 20060322 20060321202902 ACCESSION NUMBER: 0001104659-06-018347 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060321 GROUP MEMBERS: BYRON K. ADAMS JR. GROUP MEMBERS: ROSEWOOD CAPITAL ASSOCIATES, L.L.C. GROUP MEMBERS: ROSEWOOD CAPITAL, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDERSON KYLE A CENTRAL INDEX KEY: 0001228858 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57387 FILM NUMBER: 06702413 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 SC 13G/A 1 a06-6572_1sc13ga.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

 

RUBIO’S RESTAURANTS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001

(Title of Class of Securities)

78116B102

(CUSIP Number)

May 26, 1999

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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


 

CUSIP No. 78116B102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Rosewood Capital, L.P.
94-3195569

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,526,812

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
1,526,812

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,812

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.21%*

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

* The calculation is based on a total of 9,420,039 share of the Issuer’s common stock outstanding as of November 7, 2005, as reported in the Issuer’s Form 10-Q filed on November 9, 2005.

 

2


 

CUSIP No. 78116B102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Rosewood Capital Associates, L.L.C.
94-3192044

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,526,812*

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
1,526,812*

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,812*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.21%**

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

*  Rosewood Capital, L.P. (“Rosewood Capital”) holds 1,526,812 shares of common stock.  Rosewood Capital Associates, L.L.C. is the general partner of Rosewood Capital.

 

** The calculation is based on a total of 9,420,039 share of the Issuer’s common stock outstanding as of November 7, 2005, as reported in the Issuer’s Form 10-Q filed on November 9, 2005.

 

3


 

CUSIP No. 78116B102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Byron K. Adams Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,526,812*

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,526,812*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,812*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.21%**

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*  Rosewood Capital, L.P. (“Rosewood Capital”) holds 1,526,812 shares of common stock. Byron K. Adams Jr. is a managing member of Rosewood Capital Associates, L.L.C., the general partner of Rosewood Capital, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

 

** The calculation is based on a total of 9,420,039 share of the Issuer’s common stock outstanding as of November 7, 2005, as reported in the Issuer’s Form 10-Q filed on November 9, 2005.

 

4


 

CUSIP No. 78116B102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kyle A. Anderson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
35,000

 

6.

Shared Voting Power 
1,526,812*

 

7.

Sole Dispositive Power 
35,000

 

8.

Shared Dispositive Power
1,561,812*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,812*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.57%**

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*  Rosewood Capital, L.P. (“Rosewood Capital”) holds 1,526,812 shares of common stock and Kyle A. Anderson holds options to purchase 35,000 shares of common stock. Kyle A. Anderson is a managing member of Rosewood Capital Associates, L.L.C., the general partner of Rosewood Capital, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

 

** The calculation is based on a total of 9,420,039 share of the Issuer’s common stock outstanding as of November 7, 2005, as reported in the Issuer’s Form 10-Q filed on November 9, 2005.

 

5


 

Explanatory Note

 

This Amendment No. 1 to Schedule 13G is being filed by the Reporting Persons to clarify that Rosewood Capital, L.P. (“Rosewood Capital”) holds 1,526,812 shares of common stock, Rosewood Capital Associates, L.L.C. is the general partner of Rosewood Capital, and Byron K. Adams Jr. and Kyle A. Anderson are the managing members of Rosewood Capital Associates, L.L.C.  The number of shares beneficially owned by Rosewood Capital remains unchanged from the filing of the original Schedule 13G to which this amendment relates.

 

Item 1.

 

(a)

Name of Issuer
Rubio’s Restaurants, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
1902 Wright Place, Suite 300, Carlsbad, CA 92008.

 

Item 2.

 

(a)

Name of Person Filing
Rosewood Capital, L.P., Rosewood Capital Associates, L.L.C., Byron K. Adams Jr. and Kyle A. Anderson

 

(b)

Address of Principal Business Office or, if none, Residence
One Maritime Plaza #1401, San Francisco, CA  94111

 

(c)

Citizenship
See the responses to Item 4 on the attached cover pages.

 

(d)

Title of Class of Securities
Common stock, $0.001 par value per share

 

(e)

CUSIP Number
78116B102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

6


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See the responses to Item 9 on the attached cover pages.

 

(b)

Percent of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

 

Not applicable.

 

Item 10.

Certification

 

By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

[remainder of page intentionally blank]

 

7


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATED: March 16, 2006

 

 

 

ROSEWOOD CAPITAL, L.P.

 

 

 

By:

Rosewood Capital Associates, L.L.C.

 

Its:

General Partner

 

 

 

 

 

 

 

By

/s/ Kevin Reilly

 

 

 

Name: Kevin Reilly

 

 

Title: Managing Member

 

 

 

 

 

ROSEWOOD CAPITAL ASSOCIATES, L.L.C.

 

 

 

By

/s/ Kevin Reilly

 

 

 

Name: Kevin Reilly

 

 

Title: Managing Member

 

 

 

 

 

BYRON K. ADAMS JR.

 

 

 

/s/ Byron K. Adams Jr.

 

 

 

 

 

 

KYLE A. ANDERSON

 

 

 

/s/ Kyle A. Anderson

 

 

8


 

JOINT FILING AGREEMENT

 

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed, on behalf of each of us, and that this Agreement be included as an exhibit to such statement.

 

 

DATED: March 16, 2006

 

 

 

ROSEWOOD CAPITAL, L.P.

 

 

 

By:

Rosewood Capital Associates, L.L.C.

 

Its:

General Partner

 

 

 

 

 

 

 

By

/s/ Kevin Reilly

 

 

 

Name: Kevin Reilly

 

 

Title: Managing Member

 

 

 

 

 

ROSEWOOD CAPITAL ASSOCIATES, L.L.C.

 

 

 

By

/s/ Kevin Reilly

 

 

 

Name: Kevin Reilly

 

 

Title: Managing Member

 

 

 

 

 

BYRON K. ADAMS JR.

 

 

 

/s/ Byron K. Adams Jr.

 

 

 

 

 

 

KYLE A. ANDERSON

 

 

 

/s/ Kyle A. Anderson

 

 

9

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