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OMB APPROVAL |
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OMB Number: 3235-0060 |
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Expires: March 31, 2006 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) January 9, 2006
P.F. Chang’s China Bistro, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-25123
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86-0815086 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 7676 E. Pinnacle Peak Road, Scottsdale, Arizona
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85255 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (480) 888-3000
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Section 1
— Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On January 9, 2006 P.F. Chang’s China Bistro, Inc. (the “Company”) entered an Agreement and
Plan of Merger (the “Merger Agreement”) with Pei Wei Asian Diner, Inc. (“Pei Wei”), Pei Wei
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of the Company (the
“Merger Subsidiary”), and Russell Owens and John Middleton in their individual capacities as
stockholders of Pei Wei. Prior to January 9, 2006, the effective time of the Merger Agreement, the
Company owned a significant majority, but not all, of the outstanding common stock of Pei Wei.
Upon the effective time of the Merger Agreement, the Company acquired, through the Merger
Subsidiary, the remaining minority interest of Pei Wei, and Pei Wei, as the surviving corporation,
became a wholly owned subsidiary of the Company (the “Merger”).
Pursuant to the Merger Agreement, each share of Pei Wei common stock that was issued and
outstanding prior to the effective time of the Merger, except for shares held by the Company, was
converted and exchanged into the right to receive $158.14 in cash. Additionally, each option to
purchase Pei Wei common stock, whether vested or unvested, was assumed by the Company. Pursuant to
the Merger, Russell Owens, Executive Vice President of the Company and President, Chief Financial
Officer and Secretary of Pei Wei prior to and following the Merger, received a cash payment in
exchange for his 36,400 shares of common stock of Pei Wei and his options to purchase 19,600 shares
of Pei Wei common stock were assumed. Each assumed option to purchase a share of Pei Wei common
stock was converted into an option to purchase 3.127 shares of the Company’s common stock and the
exercise price of such assumed option was divided by 3.127. Accordingly, Mr. Owens now holds an
option to purchase 61,292 shares of the Company’s common stock at an exercise price per share of
$2.37. As a condition to the Company’s obligation to complete the closing of the Merger, Mr. Owens
signed a lock-up agreement pursuant to which he has agreed for a period of one year from the date
of the closing of the Merger to not sell, transfer or otherwise dispose of any of the shares of
Company common stock subject to his options. Each other former holder of options to purchase
shares of Pei Wei common stock has agreed to be similarly bound with respect to 35% of the shares
issuable upon exercise of their assumed options.
The foregoing description of the Merger and Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Merger Agreement, which
is attached hereto as Exhibits 99.1 and is incorporated herein by reference.
On January 10, 2006, the Company announced that the Merger was completed. The press release
is attached hereto as Exhibit 99.2, and in addition to the Merger Agreement and this Report on Form
8-K and pursuant to General Instruction B.2 of Form 8-K, is being furnished, not filed, for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Section 9
— Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Agreement and Plan of Merger, dated January 9, 2006. |
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99.2
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January 10, 2006 Press Release
by P.F. Chang’s China Bistro, Inc. |
2