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 June 29, 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 August 1, 2012: 21,010,061
THE CHEFS’ WAREHOUSE, INC.
FORM 10-Q
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
| 3 | ||||||
| Item 6. |
Exhibits | 4 | ||||
| Signature | 5 | |||||
| Ex 101 |
Instance Document | |||||
| Ex 101 |
Schema Document | |||||
| Ex 101 |
Calculation Linkbase Document | |||||
| Ex 101 |
Labels Linkbase Document | |||||
| Ex 101 |
Presentation Linkbase Document | |||||
| 6 | ||||||
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The sole purpose of this Amendment No. 1 to The Chefs’ Warehouse, Inc. Quarterly Report on Form 10-Q for the period ended June 29, 2012, filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405(a)(2) of Regulation S-T. Exhibit 101 consists of the interactive data files that were not included with the Form 10-Q, as allowed by the 30-day grace period for the first quarterly period in which detailed footnote tagging is required.
This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
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| ITEM 6. | EXHIBITS |
| Exhibit |
Description | |
| 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. | |
| 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 or furnished, as applicable, as an exhibit to The Chefs’ Warehouse, Inc. Quarterly Report on Form 10-Q (File No. 001-35249) filed with the SEC on August 13, 2012. |
| ** | Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
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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 September 4, 2012.
| THE CHEFS’ WAREHOUSE, INC. (Registrant) | ||||
| September 4, 2012 |
/s/ John D. Austin | |||
| Date | John D. Austin Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
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| Exhibit |
Description | |
| 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. | |
| 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 or furnished, as applicable, as an exhibit to The Chefs’ Warehouse, Inc. Quarterly Report on Form 10-Q (File No. 001-35249) filed with the SEC on August 13, 2012. |
| ** | Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
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