As filed with the Securities and Exchange
Commission on July 28, 2011
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CHEFS’ WAREHOUSE HOLDINGS,
LLC
(Exact name of registrant as
specified in its charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation or Organization)
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5141
(Primary Standard
Industrial
Classification Code Number)
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20-3031526
(I.R.S. Employer
Identification No.)
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100 East Ridge Road
Ridgefield, Connecticut
06877
(203) 894-1345
(Address, including zip code,
and telephone number,
including area code, of
registrant’s principal executive offices)
Christopher Pappas
President and Chief Executive
Officer
100 East Ridge Road
Ridgefield, Connecticut
06877
(203) 894-1345
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copies to:
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F. Mitchell Walker, Jr. Esq.
D. Scott Holley, Esq.
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
(615) 742-6200
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Marc D. Jaffe, Esq.
Ian D. Schuman, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
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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, 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 (File
No. 333-173445)
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
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. (Check one):
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
(Do not check if a smaller
reporting company)
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Smaller reporting
company o
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CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering
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Aggregate
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Registration
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Securities to be Registered
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Registered(1)
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Price Per Share
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Offering Price(2)(3)
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Fee(3)
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Common stock, par value $0.01 per share
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1,150,000
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$15.00
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$17,250,000
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$2,003
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Includes shares to be offered by the selling stockholders in
this offering and shares that may be purchased by the
underwriters from the selling stockholders upon the exercise of
the underwriters’ over-allotment option.
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Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(a) under the Securities Act of 1933, as
amended, based on an estimate of the proposed maximum aggregate
offering price.
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The $17,250,000 proposed maximum aggregate offering price is in
addition to the $147,200,000 proposed maximum aggregate offering
price registered pursuant to the registrant’s Registration
Statement on
Form S-1
(File No. 333-173445). An aggregate registration fee of
$17,090 was previously paid in connection with that Registration
Statement.
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EXPLANATORY
NOTE
This Registration Statement is being filed with respect to the
registration of additional common shares, par value $0.01 per
share, of The Chefs’ Warehouse, Inc., a Delaware
corporation (the “Company”), pursuant to
Rule 462(b) (“Rule 462(b)”) under the
Securities Act of 1933, as amended, and General
Instruction V of
Form S-1.
This Registration Statement includes the Registration Statement
facing page, this page, the signature page, an exhibit index, an
opinion of counsel regarding the legality of the securities
being registered and a related consent, and the consent of the
Company’s independent registered public accounting firm.
Pursuant to Rule 462(b), the contents of the Company’s
registration statement on
Form S-1,
as amended (File
No. 333-173445),
including the exhibits thereto, which was declared effective by
the Securities and Exchange Commission (the
“Commission”) on July 27, 2011 (the “Initial
Registration Statement”), are incorporated by reference
into this Registration Statement. This Registration Statement
covers the registration of an additional 1,150,000 common shares
of the Company in the offering related to the Initial
Registration Statement.
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 Ridgefield, State of Connecticut, on
the
28th day
of July, 2011.
CHEFS’ WAREHOUSE HOLDINGS, LLC
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By:
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/s/ Christopher
Pappas
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Christopher Pappas
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 and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Christopher
Pappas
Christopher
Pappas
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Chairman, President and Chief Executive Officer (Principal
Executive Officer)
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July 28, 2011
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*
John
Pappas
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Director and Vice Chairman
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July 28, 2011
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/s/ Kenneth
Clark
Kenneth
Clark
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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July 28, 2011
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*
Dean
Facatselis
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Director
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July 28, 2011
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John
Couri
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Director
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July 28, 2011
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*By:
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/s/ Christopher
Pappas
Christopher
Pappas
Attorney-in-fact
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