UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________________________________________

FORM 8-K

____________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 78, 2022

____________________________________________________________________

Del Taco Restaurants, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________________

Delaware

001-36197

46-3340980

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

25521 Commercentre Drive

Lake Forest,

California

92630

(Address of Principal executive offices, including Zip Code)

(949)

462-9300

(Registrant’s telephone number, including area code)

__________________________________________________________________

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

TACO

The Nasdaq Stock Market

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~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

On March 78, 2022, ~~Del~~(the ~~Taco~~“Closing ~~Restaurants~~Date”), Epic Merger Sub Inc., a Delaware corporation (“~~Del~~Merger ~~Taco~~Sub”), orwhich ~~the~~is ~~“Company”)~~a ~~held~~direct awholly ~~special~~owned ~~meeting~~subsidiary of ~~its~~Jack ~~stockholders (the “Special Meeting”) to vote on the proposals described~~ in the ~~Company’s~~Box ~~definitive~~Inc., ~~proxy~~a ~~statement~~Delaware ~~(the~~corporation (“~~Proxy Statement~~Parent”), ~~filed~~merged with ~~the U.S. Securities~~ and ~~Exchange~~into ~~Commission~~Del ~~(the~~Taco ~~“SEC”) on January 28~~Restaurants, ~~2022~~Inc., Asa ~~disclosed~~Delaware incorporation (the ~~Proxy Statement~~“Company”), aswith of the ~~close~~Company ofcontinuing ~~business~~as ~~on January 27, 2022,~~ the ~~record~~surviving ~~date~~corporation ~~for~~ (the ~~Special Meeting~~“Merger”), ~~there~~pursuant ~~were 36,442,232 shares of Del Taco common stock outstanding and entitled~~ to ~~vote at~~ the ~~Special~~previously ~~Meeting.~~announced AAgreement ~~total~~and Plan of 28Merger,~~568,100~~ ~~shares~~dated as of ~~Del~~December ~~Taco common stock~~5, ~~representing~~2021 ~~approximately 78.39% of~~ (the ~~shares~~“Merger ~~outstanding~~Agreement”), ~~and~~by ~~entitled to vote~~ and ~~constituting~~among athe ~~quorum~~Company, ~~were~~Parent ~~represented~~and inMerger ~~person or by valid proxies at the Special Meeting~~Sub. ~~The~~As ~~final~~a ~~voting~~result ~~results for each~~ of the ~~proposals~~Merger, ~~submitted~~the toCompany became a ~~vote~~wholly-owned subsidiary of ~~stockholders~~Parent. ~~at the Special Meeting are as follows:~~

~~Proposal~~Item ~~1: Del Taco’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of December 5, 2021 (the “Merger Agreement”), between the Company and Jack in the Box Inc~~2.01 Completion ~~(“Parent”), pursuant to which Epic Merger Sub Inc. ( “Merger Sub”), which is a direct wholly owned subsidiary~~ of ~~Parent,~~Acquisition ~~would~~or ~~merge~~Disposition ~~with and into the Company (the “Merger”), with the Company becoming a wholly owned subsidiary~~ of ~~Parent~~Assets. ~~Proposal 1 was approved by the votes set forth in the table below:~~

For						Against						Abstained						Broker Non-Votes
28,495,492						63,970						8,638						--

The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.

For						Against						Abstained						Broker Non-Votes
25,816,496						605,144						2,146,460						--

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), issued and outstanding as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $12.51 in cash, without interest and subject to withholding tax (the “Per Share Merger Consideration”), other than (1) any shares as to which dissenters’ rights were perfected (and not withdrawn or lost) in accordance with applicable law (which were cancelled and converted into the right to receive a payment determined in accordance with Section 262 of the Delaware General Corporation Law), and (2) certain non-accelerating restricted stock awards (which were be treated as described below).

For						Against						Abstained						Broker Non-Votes
25,907,209						1,201,689						1,459,202						--

At the Effective Time, each of the Company’s then outstanding equity awards were treated as follows: (1) each unexercised option to acquire Company Common Stock vested and was converted into the right to receive cash in an amount equal to the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such option to acquire Company Common Stock multiplied by the number of shares of Company Common Stock subject to such option; (2) each restricted stock award (other than certain non-accelerating restricted stock awards granted to the Company’s named executive officers) vested and was converted into the right to receive cash in an amount equal to the Merger Consideration multiplied by the number of shares of Company Common Stock subject to such restricted stock award; and (3) each outstanding performance-based restricted stock unit award vested and was converted into the right to receive cash in an amount equal to the Per Share Merger Consideration multiplied by the maximum number of shares of Company Common Stock subject to such performance-based restricted stock unit award. The non-accelerating restricted stock awards were converted into restricted stock awards with respect to Parent common stock.

~~Although~~The ~~Proposal~~aggregate 3consideration ~~was~~used ~~approved,~~by ~~adjournment~~Parent to consummate the Merger (including the funds required to pay for all equity securities of the ~~special~~Company ~~meeting~~in connection with the Merger) was ~~not~~approximately ~~necessary~~$585 ormillion, ~~appropriate~~which ~~because~~amount ~~Del~~was ~~Taco~~financed by cash on hand from Parent’s ~~shareholders~~previously-announced ~~approved~~securitization financing completed on February 11, 2022, together with borrowings under Parent’s revolving financing facility of the ~~merger~~variable ~~agreement~~funding notes.

~~Each~~The ~~proposal~~foregoing isdescription ~~described~~of inthe ~~detail~~effects inof the ~~definitive~~Merger ~~proxy~~and ~~statement~~the ~~filed~~Merger ~~with~~Agreement, and the ~~SEC~~transactions oncontemplated ~~January~~thereby, 28does not purport to be complete and is subject to, ~~2022.~~and ~~The~~qualified ~~merger~~in ~~contemplated~~its entirety by reference to, the ~~merger~~full ~~agreement~~text isof ~~expected~~the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to ~~close~~the Company’s Current Report on ~~March~~Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 6, ~~2022~~2021, ~~subject~~as toamended, ~~customary~~and ~~closing~~is ~~conditions~~incorporated by reference into this Item 2.01.

~~Cautionary~~Item ~~Note~~3.01 Notice ~~Regarding~~of ~~Forward-Looking~~Delisting ~~Statements~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~The communication contains forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information ~~currently~~set ~~available~~forth to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed transaction may not be completed in ~~a timely manner or at all, which may adversely affect~~ the ~~Company’s~~Introductory ~~business~~Note and ~~the~~under ~~price~~Item of2.01 ~~the~~is ~~Company~~incorporated ~~Common Stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement~~ by ~~the~~reference ~~Company’s~~into ~~stockholders~~this ~~and~~Item ~~the receipt of certain regulatory approvals; (iii) the~~ 3.01.

~~occurrence~~In ofconnection ~~any~~with ~~event, change or other circumstance or condition that could give rise to~~ the ~~termination~~completion of the Merger, ~~Agreement; (iv)~~ the ~~effect~~Company ofnotified the ~~announcement~~Nasdaq orStock ~~pendency~~Market of(“Nasdaq”) ~~the proposed transaction~~ on ~~the~~March ~~Company’s business relationships~~8, ~~operating~~2022 ~~results~~that ~~and~~each ~~business~~outstanding ~~generally;~~share ~~(v)~~of ~~risks that~~ the ~~proposed~~Common ~~transaction~~Stock ~~disrupts current plans;~~ (~~vi)~~except ~~risks~~as ~~related~~described toin ~~diverting~~Item ~~management’s~~2.01) ~~attention~~was ~~from~~converted ~~the~~into ~~Company’s ongoing business operations; (vii)~~ the ~~outcome~~right ofto ~~any~~receive ~~legal proceedings that may be instituted against~~ the ~~Company~~Merger ~~related~~Consideration pursuant to the Merger Agreement oras ~~the~~set ~~proposed~~forth ~~transaction,~~under ~~(viii)~~Item ~~unexpected~~2.01. ~~costs,~~Nasdaq ~~charges~~halted ortrading ~~expenses~~of ~~resulting from~~ the ~~proposed~~Common ~~transaction;~~Stock ~~and~~prior ~~(ix)~~to ~~other risks described in~~ the ~~Company’s~~opening ~~filings~~of ~~with~~Nasdaq ~~the~~on ~~SEC~~March 8, ~~such~~2022 ~~risks~~ and ~~uncertainties~~filed ~~described~~a ~~under~~Notification ~~the~~of ~~headings~~Removal ~~“Forward-Looking~~from ~~Statements,”~~Listing ~~“Risk Factors”~~ and/or ~~other~~Registration ~~sections of the Company’s Annual Report~~ on Form ~~10-K~~25 ~~filed~~ with the SEC ~~March~~to ~~11,~~remove ~~2021~~the ~~and~~Common ~~subsequent~~Stock ~~filings~~from ~~made~~listing byon ~~the~~Nasdaq ~~Company~~and ~~with~~to deregister the ~~SEC.~~Common ~~The~~Stock ~~Company~~pursuant ~~undertakes no obligation~~ to ~~update~~Section ~~any~~12(b) ~~forward-looking~~of ~~statements,~~the ~~whether~~Securities asExchange aAct ~~result~~ of ~~new information~~1934, ~~future~~as ~~events~~amended or(the ~~otherwise~~“Exchange Act”).

Additionally, Del Taco intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of Del Taco’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.

In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.

Directors

In connection with the completion of the Merger (and not as a result of any disagreement with the Company), at the Effective Time, each of the Company’s directors immediately prior to the Effective Time ceased to be directors of the Company. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Darin Harris and Tim Mullany (Parent’s Chief Executive Officer and Chief Financial Officer, respectively), became the directors of the Company.

Officers

In connection with the completion of the Merger (and not as a result of any disagreement with the Company), at the Effective Time, each of the Company’s officers immediately prior to the Effective Time ceased to be officers of the Company. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the following became the officers of the Company: (i) John D. Cappasola, Jr. as Chief Executive Officer, (ii) Darin Harris as President, (iii) Tim Mullany as Chief Financial Officer, (iv) Sarah Super as Secretary and (v) Michael Snider as Vice President and Assistant Secretary.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.

At the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of such amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On March 8, 2022, the Company and Parent issued a joint press release announcing the completion of the Merger. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description of Exhibit
2.1			Agreement and Plan of Merger, dated December 5, 2021, by and among Del Taco Restaurants, Inc. and Jack in the Box Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on December 6, 2021, as amended).
3.1			Amended and Restated Certificate of Incorporation of Del Taco Restaurants, Inc.
3.2			Amended and Restated Bylaws of Del Taco Restaurants, Inc.
99.1			Press Release, dated March 8, 2022.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DEL TACO RESTAURANTS, INC.
By:			/s/ Steven L. Brake
Name:			Steven L. Brake
Title:			Executive Vice President and Chief Financial Officer
Date: March 7, 2022
Date: March 8, 2022

Filing Compare · Del Taco Restaurants, Inc.