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Form 10-Q Amendment No. 1
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission file number: 001-35249

 

 

THE CHEFS’ WAREHOUSE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-3031526

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

100 East Ridge Road

Ridgefield, Connecticut

   06877
(Address of principal executive offices)   (Zip Code)

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

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares of common stock, par value $.01 per share, outstanding at November 1, 2012: 20,990,503

 

 

 

Table of Contents

THE CHEFS’ WAREHOUSE, INC.

FORM 10-Q

Table of Contents

 

         Page  
Explanatory Note      3   
PART II. OTHER INFORMATION   
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      4   
Item 6.   Exhibits      4   
  Signature      5   

 

2

Table of Contents

EXPLANATORY NOTE

The Chefs’ Warehouse, Inc. (the “Company”) is filing this amendment to its Quarterly Report on Form 10-Q for the quarter ended September 28, 2012, as filed with the Securities and Exchange Commission (“SEC”) on November 13, 2012, solely to amend Item 2 of Part II. The table providing information about purchases by the Company of its common stock during the quarter ended September 28, 2012 was inadvertently excluded from the original filing.

Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.

 

3

Table of Contents

PART II. OTHER INFORMATION

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

     Total Number of
Shares
Repurchased (1)		      Average
Price
Paid Per
Share		      Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs		      Maximum Number
(or Approximate
Dollar Value) of
Shares That May
Yet Be Purchased
Under the Plans or
Programs		  

June 30, 2012 to July 27, 2012

      —          —          —          —    

July 28, 2012 to August 31, 2012

      9,098       $ 12.58         —          —    

September 1, 2012 to September 28, 2012

      14,652      $ 15.80         —          —    
  

 

 

     

 

 

     

 

 

     

 

 

  

Total

      23,750       $ 14.57         —          —    
  

 

 

     

 

 

     

 

 

     

 

 

  

 

(1) During the quarter ended September 28, 2012, we withheld 23,750 shares to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to two of our key employees.

 

ITEM 6. EXHIBITS

 

Exhibit No.

   

Description

10.1    Amendment No. 1, dated as of August 9, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank.*
10.2    Waiver and Amendment No. 2, dated as of August 29, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank.*
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.4    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS    XBRL Instance Document*
101.SCH    XBRL Schema Document*
101.CAL    XBRL Calculation Linkbase Document*
101.LAB    XBRL Label Linkbase Document*
101.PRE    XBRL Presentation Linkbase Document*

 

* Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2012, as filed with the Securities and Exchange Commission on November 13, 2012
** Filed herewith

 

4

Table of Contents

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on March 13, 2013.

 

      THE CHEFS’ WAREHOUSE, INC.
      (Registrant)
                March 13, 2013               /s/ John D. Austin
                        Date      

John D. Austin

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

5

Table of Contents

INDEX OF EXHIBITS

 

Exhibit
No.

   

Description

10.1    Amendment No. 1, dated as of August 9, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank.*
10.2    Waiver and Amendment No. 2, dated as of August 29, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank.*
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.4    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS    XBRL Instance Document*
101.SCH    XBRL Schema Document*
101.CAL    XBRL Calculation Linkbase Document*
101.LAB    XBRL Label Linkbase Document*
101.PRE    XBRL Presentation Linkbase Document*

 

* Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2012, as filed with the Securities and Exchange Commission on November 13, 2012
** Filed herewith

 

6

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Christopher Pappas, certify that:

 

  1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q/A of The Chefs’ Warehouse, Inc.; and

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: March 13, 2013       /s/ Christopher Pappas
     

Christopher Pappas

Chief Executive Officer

(Principal Executive Officer)

EX-31.4

Exhibit 31.4

CERTIFICATION

I, John D. Austin, certify that:

 

  1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q/A of The Chefs’ Warehouse, Inc.; and

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: March 13, 2013       /s/ John D. Austin
     

John D. Austin

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)