- Amended Statement of Beneficial Ownership (SC 13D/A)
25 August 2010 - 12:03PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Rubio’s Restaurants,
Inc.
|
(Name
of Issuer)
|
|
Common Stock, par value $0.001 per
share
|
(Title
of Class of Securities)
|
|
78116B102
|
(CUSIP
Number)
|
Ralph
Rubio
1902
Wright Place, Suite 300
Carlsbad, California
90008
|
(Name,
Address and Telephone Number of Person Authorized
to
|
Receive
Notices and Communications)
August 24, 2010
|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1
|
NAME
OF REPORTING PERSON:
Ralph
Rubio
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
Applicable
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
None
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item
1. Security and Issuer.
Pursuant
to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended, Ralph Rubio hereby amends his
Schedule 13D Statement dated May 9, 2010 (as amended, the “Schedule 13D”)
relating to the Common Stock, par value $0.001 per share (the “Common Stock”),
of Rubio’s Restaurants, Inc., a Delaware corporation (the “Issuer”), to report
that, effective August 24, 2010, Mr. Rubio ceased to be the beneficial owner of
more than 5% of the Common Stock, as more fully described in Item 4
herein.
Item
2. Identity and Background.
This
Amendment No. 1 is filed by Mr. Rubio and the information contained herein
supplements the information contained in the Schedule 13D.
As a
result of the transactions more fully described in Item 4 herein, as amended,
Mr. Rubio ceased to be the beneficial owner of more than five percent of the
Common Stock of the Issuer as of August 24, 2010.
Item
4. Purpose of Transaction.
As
previously reported in the Schedule 13D, the Issuer entered into an Agreement
and Plan of Merger , dated as of May 9, 2010, as amended by the Amendment to
Agreement and Plan of Merger, dated as of July 18, 2010 (the “Merger Agreement”)
with MRRC Merger Co., a Delaware corporation (“Merger Sub”), and MRRC Hold Co.,
a Delaware corporation (“Parent”), and Mr. Rubio entered into a voting agreement
with Parent (the “Voting Agreement”) pursuant to which Mr. Rubio agreed, subject
to the terms and conditions of the Voting Agreement, to vote in favor of the
Merger (as previously defined) with respect to his beneficial ownership of
865,287 shares of the Common Stock. Such shares represented on an as
converted basis approximately 8.6% of the then outstanding Common
Stock.
On August
23, 2010, Mr. Rubio, together with a majority of the holders of the issued and
outstanding shares of Common Stock, voted for the Merger. The Merger
closed on August 24, 2010. As a result, Mr. Rubio is no longer a
beneficial owner of more than five percent of the Common Stock.
Item
5. Interest in Securities of the Issuer.
a) –
b) As of the filing date of this Amendment No. 1, as a result of the
Merger, Mr. Rubio is no longer a beneficial owner of more than five percent of
the Common Stock.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
|
|
|
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Dated:
August 24, 2010
|
|
/s/ Ralph Rubio
|
|
|
|
RALPH
RUBIO
|
|
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