Download RESTAURANT BRANDS INTERNATIONAL INC.

Section 1: S-8 (FORM S-8)
As filed with the Securities and Exchange Commission on October 25, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESTAURANT BRANDS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Canada
98-1202754
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
226 Wyecroft Road
Oakville, Ontario
L6K 3X7
(Address of Principal Executive Offices)
(Zip Code)
Restaurant Brands International Inc.
Amended and Restated 2014 Omnibus Incentive Plan
(Full title of the plan)
Jill Granat
General Counsel and Corporate Secretary
Restaurant Brands International Inc.
226 Wyecroft Road
Oakville, Ontario L6K 3X7
(905) 845-6511
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Kara L. MacCullough, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Blvd., Suite 2000
Fort Lauderdale, Florida 33301
(954) 765-0500
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
☐
Smaller reporting company
☐
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
Common Shares, no par value
(1)
(2)
(3)
Amount
To Be
Registered(1)(2)
Proposed
Maximum
Offering Price
Per Share(3)
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee(3)
1,500,000
$44.55
$66,825,000
$7,745.02
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this
“Registration Statement”) also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or similar transactions.
Represents the aggregate number of additional common shares, no par value, of the Registrant that may be issued under the Restaurant
Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “Amended and Restated 2014 Plan”). These common
shares represent shares subject to awards granted under the Restaurant Brands International Inc. Amended and Restated 2012 Omnibus
Incentive Plan, the Restaurant Brands International Inc. 2012 Stock Incentive Plan, the Restaurant Brands International Inc. 2011 Omnibus
Incentive Plan and the Restaurant Brands International Inc. 2006 Stock Incentive Plan (collectively, the “Prior Plans”) that have ceased to be
subject to awards under such Prior Plans (other than by reason of exercise or settlement of such awards) and that have become available for
issuance under the Amended and Restated 2014 Plan following the effective date of the Restaurant Brands International Inc. 2014 Omnibus
Incentive Plan (the “2014 Plan”).
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based
upon $44.55 per share, the average of the high and low sales prices of the common shares of the registrant as reported by The New York
Stock Exchange on October 18, 2016.
EXPLANATORY NOTE
On June 9, 2016, the shareholders of Restaurant Brands International Inc. (the “Registrant”) approved the Amended and Restated 2014 Plan,
which amended and restated the 2014 Plan to allow common shares of the Registrant that have ceased to be subject to awards under the Prior
Plans (other than by reason of exercise or settlement of such awards) to become available for issuance under the Amended and Restated 2014 Plan
following the effective date of the 2014 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement registers the offer and sale
of such additional common shares. Except as otherwise set forth below, the contents of the registration statement on Form S-8 (File No. 333200997) relating to the 2014 Plan, which was filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2014, is
incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3.
Incorporation of Documents by Reference
The following documents with the Commission by the Registrant pursuant to the Securities Act and the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), other than information furnished pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K, are incorporated herein by
reference:
Commission Filing (File No. 001-36786)
Period Covered or Date of Filing
Annual Report on Form 10-K
Year ended December 31, 2015
Quarterly Report on Form 10-Q
Quarter ended March 31, 2016, June 30, 2016 and September 30, 2016
Current Reports on Form 8-K
April 22, 2016, June 13, 2016, June 30, 2016 and July 15, 2016
Description of the Registrant’s common shares and any amendment or
report filed for the purpose of updating such description
Form 8-K12B filed on December 15, 2014
(File No. 001-36786) and Form S-4, as amended
(File No. 333-198769)
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any
information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a
post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
In addition, the Registrant incorporates herein by reference the Audited Consolidated Financial Statements of Tim Hortons Inc. as of and for
the fiscal year ended December 29, 2013, included in the Tim Hortons Inc. Annual Report on Form 10-K (File No. 001-32843) for the fiscal year
ended December 29, 2013, filed with the Commission on February 25, 2014, as amended by the amendment to the Annual Report on Form 10-K/A
for the fiscal year ended December 29, 2013, filed with the Commission on March 21, 2014.
Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
1
Item 8.
Exhibits
Exhibit
Number
Description
Method of Filing
4.1
Articles of Incorporation of the Registrant, as amended.
Incorporated herein by reference to Exhibit 3.1 to the Registrant’s
Annual Report on Form 10-K filed on March 2, 2015.
4.2
Amended and Restated By-Law 1 of the Registrant.
Incorporated herein by reference to Exhibit 3.4 to the Registrant’s
Form 8-K filed on December 12, 2014.
5.1
Opinion of Torys LLP.
Filed herewith.
10.36
Restaurant Brands International Inc. Amended and Restated 2014
Omnibus Incentive Plan.
Incorporated herein by reference to Exhibit 10.36 to the
Registrant’s Form 10-Q for the quarter ended June 30, 2016
23.1
Consent of PricewaterhouseCoopers LLP.
Filed herewith.
23.2
Consent of KPMG LLP.
Filed herewith.
24.1
Powers of Attorney (included on signature pages hereof).
Filed herewith.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakville, Province of Ontario, Canada, on October 25, 2016.
RESTAURANT BRANDS INTERNATIONAL INC.
By: /s/ Daniel S. Schwartz
Name: Daniel S. Schwartz
Title: Chief Executive Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Restaurant Brands International Inc. whose signature
appears below hereby severally constitutes and appoints Joshua Kobza and Jill Granat, and each of them individually (with full power to each of
them to act alone), with full power of substitution and resubstitution, his or her true and lawful attorney-in fact and agent, with full powers to each
of them to sign for us, in our names and in the capacities indicated below, the Registration Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any and all amendments to said
Registration Statement (including post-effective amendments), granting unto said attorneys, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of
them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue of this power of attorney. This power of attorney and all capacities to sign any and all amendments
may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated on October 25, 2016.
Signature
/s/ Daniel S. Schwartz
Daniel S. Schwartz
/s/ Joshua Kobza
Joshua Kobza
Title
Chief Executive Officer and Director
(principal executive officer)
Chief Financial Officer
(principal financial officer)
/s/ Jacqueline Friesner
Jacqueline Friesner
Controller and Chief Accounting Officer
(principal accounting officer)
/s/ Alexandre Behring
Alexandre Behring
Executive Chairman
/s/ Marc Caira
Marc Caira
Vice Chairman
Martin E. Franklin
Director
/s/ Paul J. Fribourg
Paul J. Fribourg
Director
/s/ Neil Golden
Neil Golden
Director
Signature
Title
/s/ Ali Hedayat
Ali Hedayat
Director
/s/ Thomas V. Milroy
Thomas V. Milroy
Director
/s/ Carlos Alberto Sicupira
Carlos Alberto Sicupira
Director
/s/ Cecilia Sicupira
Cecilia Sicupira
Director
/s/ Roberto Moses Thompson Motta
Roberto Moses Thompson Motta
Director
Alexandre Van Damme
Director
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been
signed on behalf of the Registrant by the undersigned, solely in its capacity as the duly authorized representatives of the Registrant in the United
States, on October 25, 2016.
By: /s/ Jill Granat
Name: Jill Granat
Exhibit Index
Exhibit
Number
Exhibits
5.1
Opinion of Torys LLP.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of KPMG LLP.
24.1
Powers of Attorney (included on signature page).
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Section 2: EX-5.1 (OPINION)
Exhibit 5.1
79 Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2 Canada
P. 416.865.0040 | F. 416.865.7380
www.torys.com
October 25, 2016
Restaurant Brands International Inc.
226 Wyecroft Road
Oakville, Ontario L6K 3X7
Canada
Ladies and Gentlemen:
We are acting as Canadian counsel to Restaurant Brands International Inc. (the “Corporation”) in connection with the filing with the
Securities and Exchange Commission (the “SEC”) on the date hereof of a Registration Statement on Form S-8 (the “Form S-8”), under the Securities
Act of 1933, as amended (the “Securities Act”), with respect to 1,500,000 common shares of the Corporation (the “Shares”) issuable pursuant to
the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “Amended and Restated 2014 Plan”), which
represent common shares previously subject to awards granted under prior plans that have ceased to be subject to awards under such prior plans
(other than by reason of exercise or settlement of such awards) and that have now become available for issuance under the Amended and Restated
2014 Plan. We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of such
documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:
(a)
the Form S-8;
(b)
the articles of incorporation, as amended to date, and by-laws of the Corporation;
(c)
the Amended and Restated 2014 Plan;
(d)
resolutions of the directors of the Corporation relating to the registration of the Shares and related matters and authorizing the
Amended and Restated 2014 Plan;
(e)
a resolution of the shareholders of the Corporation authorizing the Amended and Restated 2014 Plan; and
(f)
a certificate of an officer of the Corporation dated the date hereof regarding certain factual matters (the “Officer’s Certificate”).
For purposes of this opinion, we have assumed with respect to all documents examined by us, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as
certified, conformed, telecopied or photostatic copies and the legal capacity of all individuals who have executed any of such documents. We have
relied exclusively on the Officer’s Certificate with respect to the accuracy of the factual matters contained therein. We have not performed any
independent check or verification of such factual matters.
Based and relying upon and subject to the foregoing we are of the opinion that the Shares, when issued and paid for in full in
accordance with the Amended and Restated 2014 Plan, will be validly issued and outstanding as fully paid and non-assessable shares.
The foregoing opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein.
We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Torys LLP
Torys LLP
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Section 3: EX-23.1 (CONSENT)
Exhibit 23.1
October 25, 2016
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Restaurant Brands International Inc. of our
report dated February 25, 2014 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal
control over financial reporting of Tim Hortons Inc. which appears in Tim Hortons Inc.’s Annual Report on Form 10-K for the year ended
December 29, 2013, as amended by the amendment to the Annual Report on Form 10-K/A for the fiscal year ended December 29, 2013, filed with the
Commission on March 21, 2014.
/signed/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Ontario, Canada
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Section 4: EX-23.2 (CONSENT)
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Restaurant Brands International Inc.:
We consent to the use of our reports dated February 26, 2016, with respect to the consolidated balance sheets of Restaurant Brands International
Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss),
shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal
control over financial reporting as of December 31, 2015, incorporated herein by reference.
(signed) KPMG LLP
Miami, Florida
October 25, 2016
Certified Public Accountants
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