As filed with the Securities and Exchange Commission on February 22, 2007
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BURGER KING HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
|
|
| Delaware
|
|
5812
|
|
75-3095469 |
| (State or Other Jurisdiction of
|
|
(Primary Standard Industrial
|
|
(I.R.S. Employer |
| Incorporation or Organization)
|
|
Classification Code Number)
|
|
Identification Number) |
5505 Blue Lagoon Drive
Miami, Florida 33126
(305) 378-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
ANNE CHWAT
General Counsel
Burger King Holdings, Inc.
5505 Blue Lagoon Drive
Miami, Florida 33126
(305) 378-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
| |
|
|
| KARA L. MACCULLOUGH
|
|
WILLIAM F. GORIN |
| Holland & Knight LLP
|
|
Cleary Gottlieb Steen & Hamilton LLP |
| 701 Brickell Avenue
|
|
One Liberty Plaza |
| Miami, FL 33131
|
|
New York, NY 10006 |
| (305) 374-8500
|
|
(212) 225-2000 |
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.
o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) 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. þ
333-140440
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. o
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. o
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
Proposed Maximum |
|
|
Proposed Maximum |
|
|
|
|
| |
Title of Each Class |
|
|
Amount to be |
|
|
Offering Price |
|
|
Aggregate Offering |
|
|
Amount of |
|
| |
of Securities To Be Registered |
|
|
Registered(1) |
|
|
Per Unit |
|
|
Price |
|
|
Registration Fee |
|
| |
Common Stock, $0.01 par value per
share |
|
|
1,150,000 shares |
|
|
$22.00 |
|
|
$25,300,000 |
|
|
$777.00 |
|
| |
| (1) |
|
The 1,150,000 shares of common stock being registered in this Registration Statement are in
addition to the 23,000,000 shares of common stock registered pursuant to the registrant’s
Registration Statement on Form S-1 (No. 333-140440). |
The Registration Statement shall become effective upon filing with the Commission in
accordance with Rule 462(b) under the Securities Act of 1933.
TABLE OF CONTENTS
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with the Securities and Exchange Commission (the
“Commission”) by Burger King Holdings, Inc. (the “Company”) pursuant to Rule 462(b) and General
Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended. The
contents of the Registration Statement on Form S-1 (File No. 333-140440) filed by the Company with
the Commission, as amended, including each of the documents included therein or incorporated by
reference therein and all exhibits thereto, which was declared effective by the Commission on
February 21, 2007, are incorporated herein by reference into, and shall be deemed part of, this
registration statement.
The Company hereby certifies that it (i) has instructed its bank to transmit to the Commission
the filing fee set forth on the cover page of this registration statement by a wire transfer of
such amount from the Company’s account to the Commission’s account at Mellon Bank as soon as
practicable (but not later than the close of business on February 22, 2007), (ii) will not revoke
such instructions, (iii) has sufficient funds in such account to cover the amount of such filing
fee and (iv) will confirm receipt of such instructions by its bank during regular business hours on
February 22, 2007.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
All exhibits filed with or incorporated by reference in Registration Statement No. 333-140440
are incorporated by reference into, and shall be deemed to be part of, this registration statement,
except for the following, which are filed herewith.
| |
|
|
| Exhibit Number |
|
Description |
5.1
|
|
Legal Opinion of Holland & Knight LLP |
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
23.2
|
|
Consent of Holland & Knight LLP (included in Exhibit 5.1) |
24.1*
|
|
Power of Attorney. |
| * |
|
Incorporated by reference to Exhibit 24.1 of the S-1 Registration Statement filed on February
2, 2007 (File No. 333-140440). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida, on the 22nd day of February, 2007.
| |
|
|
|
|
| |
BURGER KING HOLDINGS, INC.
|
|
| |
By: |
/s/ JOHN W. CHIDSEY
|
|
| |
|
Name: |
John W. Chidsey |
|
| |
|
Title: |
Chief Executive Officer and Director |
|
| |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ JOHN W. CHIDSEY
John W. Chidsey |
|
Chief Executive Officer and
Director
(principal executive officer)
|
|
February 22, 2007 |
| *
Ben K. Wells |
|
Chief Financial Officer and
Treasurer
(principal financial officer)
|
|
February 22, 2007 |
| *
Brian T. Swette |
|
Non-Executive Chairman
|
|
February 22, 2007 |
| *
Christopher M. Anderson |
|
Vice President, Finance and
Controller (principal
accounting
officer)
|
|
February 22, 2007 |
| *
Andrew B. Balson |
|
Director
|
|
February 22, 2007 |
| *
David Bonderman |
|
Director
|
|
February 22, 2007 |
| *
Richard W. Boyce |
|
Director
|
|
February 22, 2007 |
| *
David A. Brandon |
|
Director
|
|
February 22, 2007 |
| *
Armando Codina |
|
Director
|
|
February 22, 2007 |
Peter R. Formanek |
|
Director
|
|
February , 2007 |