UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 14, 2017

 

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THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (203) 894-1345

 

(Former name or former address if changed since last report.)

 

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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))

 

Item 7.01.

Regulation FD Disclosure

 

On December 14, 2017, The Chefs’ Warehouse, Inc. (the “Company”) issued a press release announcing its agreement to sell 1,900,000 shares of its common stock, par value $0.01, to Jefferies LLC as underwriter in a public offering.  A copy of this press release is furnished and attached as Exhibits 99.1 hereto and is incorporated herein by reference.

 

The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

 

Item 9.01.

Financial Statements and Exhibits

 

 (d) Exhibits.

 

The following exhibit is being filed with this Current Report on Form 8-K:

 

 

 

 

 

 

 

 

 

SIGNATURES

 

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

 

	THE CHEFS’ WAREHOUSE, INC.
	By:	/s/ Alexandros Aldous
	Name:	Alexandros Aldous
	Title:	General Counsel and Corporate Secretary

 

Date: December 14, 2017

 

The Chefs’ Warehouse, Inc. Announces Commencement of Public Offering of Common Stock

Ridgefield, CT, December 14, 2017– The Chefs’ Warehouse, Inc. (the “Company”) (Nasdaq:CHEF), a premier distributor of specialty food products in the United States and Canada, announced today that it has agreed to sell 1,900,000 shares of its common stock to Jefferies LLC as underwriter in a public offering under the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”).  The Company expects to use the net proceeds from the sale of its common stock for general working capital and corporate purposes.

A shelf registration statement relating to these securities was declared effective by the SEC on June 30, 2016.  This offering may be made only by means of a preliminary prospectus supplement, final prospectus supplement and accompanying base prospectus, which will be filed with the SEC. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website at http://sec.gov.  Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from: Jefferies LLC, Attention:  Equity Syndicate Prospectus Department, 520 Madison Avenue, 2^nd Floor, New York, NY 10022, or by telephone at (877) 547-6340, or by email at prospectus_department@jefferies.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. Forward-looking statements in this news release may address the following subjects among others: the anticipated terms and size of the offering and the anticipated use of proceeds from the offering. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. A more detailed description of these and other risk factors is contained in the Company’s most recent annual report on Form 10-K filed with the SEC on March 10, 2017 and other reports filed by the Company with the SEC since that date. The Company is not undertaking to update any information in the foregoing report until the effective date of its future reports required by applicable laws. Any projections of future results of operations are based on a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.

About The Chefs’ Warehouse

The Chefs’ Warehouse, Inc. is a premier distributor of specialty food products in the United States and Canada focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 43,000 products to more than 28,000 customer locations throughout the United States and Canada.

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