-----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, FQZdF+5Bhl6lFL9wkDRAQg/erVAED4mkrVgyIlcBrHlCz8GpSYxHsmBDsrbs7lfr qaq4TTfjdgqHC66Ose/KFg== 0001209191-07-059392.txt : 20071023 0001209191-07-059392.hdr.sgml : 20071023 20071023171817 ACCESSION NUMBER: 0001209191-07-059392 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071022 FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPPS ENTERTAINMENT INC CENTRAL INDEX KEY: 0001040328 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 043370491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 10375 PARK MEADOWS DRIVE STREET 2: SUITE 560 CITY: LITTLETON STATE: CO ZIP: 80124 BUSINESS PHONE: 8004615965 MAIL ADDRESS: STREET 1: 10375 PARK MEADOWS DRIVE STREET 2: SUITE 560 CITY: LITTLETON STATE: CO ZIP: 80124 FORMER COMPANY: FORMER CONFORMED NAME: CHAMPPS ENTERTAINMENT INC/ MA DATE OF NAME CHANGE: 19990831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARAKETT TIMOTHY R CENTRAL INDEX KEY: 0001039546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22639 FILM NUMBER: 071186242 BUSINESS ADDRESS: BUSINESS PHONE: 212-829-8106 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 bny41111_bny3trb.xml MAIN DOCUMENT DESCRIPTION X0202 4 2007-10-22 1 0001040328 CHAMPPS ENTERTAINMENT INC CMPP 0001039546 BARAKETT TIMOTHY R C/O ATTICUS CAPITAL LP 767 FIFTH AVENUE, 12TH FLOOR NEW YORK NY 10153 0 0 1 0 Common Stock 2007-10-22 4 D 0 4102052 D 0 I See footnotes 5.50% Convertible Subordinated Notes Due 2007 (the "Notes") 10.66 2007-10-22 4 D 0 3000000 D 2002-12-16 2007-12-17 Common Stock 281425 0 I See footnotes Warrant to Purchase Common Stock (the "Warrant") 11.10 2007-10-22 4 D 0 70356 D 2002-12-16 2007-12-17 Common Stock 70356 0 I See footnotes Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 3, 2007, by and among the Issuer, F&H Acquisition Corp. ("F&H") and Last Call Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of F&H, whereby Merger Sub was merged with and into the Issuer. Pursuant to the Merger Agreement, each outstanding share of common stock of the Issuer was converted into the right to receive $5.60 in cash on the effective date of the merger. This statement is being filed by Timothy R. Barakett (the "Reporting Person"). The Reporting Person is the Chairman, Chief Executive Officer and Managing Member of Atticus Management LLC, f/k/a Atticus Capital, L.L.C., a Delaware limited liability company ("Atticus Management"). Atticus Management is the sole general partner of Atticus Capital LP, a Delaware limited partnership ("Atticus Capital"). Atticus Capital, together with certain of its affiliated entities (collectively, the "Atticus Entities"), acts as advisor for, or may otherwise be deemed to have investment discretion with respect to, various investment funds (the "Funds") and other accounts (the "Accounts"). Based on his relationship with the Atticus Entities, the Reporting Person is deemed to be a beneficial owner of the securities owned by the Funds and the Accounts for purposes of Rule16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting Person disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Act in the securities owned by the Funds and Accounts except to the extent, if any, of his pecuniary interest therein. The conversion or exercise price is subject to adjustment, pursuant to the terms of the Notes and Warrants. Pursuant to the terms of the Merger Agreement, the Notes and the Warrant are exerciseable for the $5.60 per share merger consideration instead of shares of the Issuer's common stock. /s/ Dennis Bertron, Attorney in Fact 2007-10-23 EX-24 2 y41111poatrb.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby make, constitute and appoint each of SCOTT KISLIN, DENNIS BERTRON and CHARLES FORTIN, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as chief executive officer of, managing member of or in other capacities with Atticus Capital LP or its general partner, Atticus Management LLC (collectively, "Atticus"), and each of their affiliates, including Atticus UK LLP and Atticus UK Services Ltd., and entities advised by me or Atticus, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of, or otherwise associated with, Atticus or one of its affiliates. Execution of this power of attorney revokes that certain Power of Attorney dated as of January 18, 2007 with respect to substantially the same matters addressed above. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 7, 2007. /s/ Timothy R. Barakett ----------------------- Timothy R. Barakett -----END PRIVACY-ENHANCED MESSAGE-----