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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). (Back To Top) 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 (Back To Top) 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 (Back To Top) 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 (Back To Top)