UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 14, 2020 (
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
|
Not Applicable |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 11, 2020, The Chefs’ Warehouse, Inc. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative of the underwriters named therein (the “Underwriters”), in connection with its previously announced offering (the “Offering”) of shares of its common stock (“Common Stock”). The Company sold a total of 5,769,231 shares, at a price of $13.00 per share to the Underwriters, to be reoffered by the Underwriters at variable prices. The Offering was completed on May 14, 2020, and total proceeds from the Offering received by the Company are approximately $75 million, before deducting offering expenses payable by the Company. In addition, the Company has granted the Underwriters an option, exercisable for up to 30 days, to purchase up to an additional 865,384 of shares of common stock.
In addition to adding liquidity to the balance sheet, the Company intends to use the proceeds from the Offering for general corporate purposes, which may include, among other things, working capital, repayment of outstanding debt and opportunistic investment in sales and distribution infrastructure.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3ASR (Registration Statement No. 333-237646), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2020. The Offering was described in the Company’s prospectus dated April 10, 2020, as supplemented by a preliminary prospectus supplement and a final prospectus supplement, each dated May 11, 2020 and filed with the SEC.
The Underwriting Agreement contains customary representations, covenants, indemnification and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make because of any of those liabilities. In addition, subject to certain exceptions, the Company and its executive officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock during the 60-day period following the date of the final prospectus supplement.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Shearman & Sterling LLP, counsel to the Company, has issued a legality opinion relating to the validity of the shares offered pursuant to the Underwriting Agreement. A copy of such legality opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, on May 14, 2020, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated May 11, 2020, between the Company and Jefferies LLC | |
| 5.1 | Opinion of Shearman & Sterling LLP. | |
| 23.1 | Consent of Shearman & Sterling LLP (included in Exhibit 5.1 hereto). | |
| 99.1 | Press Release of The Chefs’ Warehouse, Inc., dated May 14, 2020. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CHEFS’ WAREHOUSE, INC. | ||
| By: | /s/ Alexandros Aldous | |
| Name: | Alexandros Aldous | |
| Title: | General Counsel, Corporate Secretary and Chief Government Relations Officer | |
Date: May 14, 2020