S-1MEF

As filed with the Securities and Exchange Commission on March 8, 2016.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WINGSTOP INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   5812   47-3494862

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

5501 LBJ Freeway, 5th Floor

Dallas, Texas 75240

(972) 686-6500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Charles R. Morrison

President and Chief Executive Officer

Wingstop Inc.

5501 LBJ Freeway, 5th Floor

Dallas, Texas 75240

(972) 686-6500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

with copies to:

 

Keith M. Townsend, Esq.

Carrie A. Ratliff, Esq.

King & Spalding LLP

1180 Peachtree Street, N.E.

Atlanta, Georgia 30309

Telephone: (404) 572-4600

Facsimile: (404) 572-5100

 

Marc D. Jaffe, Esq.

Ian D. Schuman, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Telephone: (212) 906-1200

Facsimile: (212) 751-4864

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x File No. 333-209726

If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  Amount to be
Registered(1)
 

Proposed

Maximum
Offering Price

Per Share(2)

 

Proposed
Maximum
Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock, par value $0.01 per share

  862,500   $24.00   $20,700,000   $2.084.49

 

 

(1) This amount is in addition to the 5,750,000 shares of common stock registered under the registration statement originally declared effective on March 8, 2016 (File No. 333- 209726) and includes shares of common stock that may be purchased by the underwriters upon exercise of an option to purchase additional shares.
(2) Based on the public offering price.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Commission File No. 333-209726), initially filed by Wingstop Inc. with the Securities and Exchange Commission (the “Commission”) on February 25, 2016, as amended (together with its exhibits the “Prior Registration Statement”), which was declared effective by the Commission on March 8, 2016. The Prior Registration Statement is incorporated herein by reference.


Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on March 8, 2016.

 

Wingstop Inc.
By:  

/s/ Charles R. Morrison

Name:     Charles R. Morrison
Title:     President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.

 

Signature

 

Title

/s/ Charles R. Morrison

  President, Chief Executive Officer and Director
Charles R. Morrison   (Principal Executive Officer)

/s/ Michael F. Mravle

  Chief Financial Officer
Michael F. Mravle   (Principal Financial Officer and Principal Accounting Officer)

*

  Chairman of the Board of Directors
Neal K. Aronson  

*

  Director
Sidney J. Feltenstein  

*

  Director
Michael J. Hislop  

*

  Director
Lawrence P. Molloy  

*

  Director
Erik O. Morris  

*

  Director
Steven M. Romaniello  

The undersigned, by signing his name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Securities and Exchange Commission on behalf of such officers and directors.

 

*By:

 

/s/ Jay A. Young

 

Jay A. Young

  Attorney-in-fact


Index to exhibits

 

 Exhibit 
No.

   
  5.1   Opinion of King & Spalding LLP
23.1   Consent of King & Spalding LLP (included as part of Exhibit 5.1)
23.2  

Consent of Ernst & Young LLP, independent registered public accounting firm

24.1   Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Registration Statement on Form S-1
  (Registration No. 333-209726))