UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 25,
2011
EPL
INTERMEDIATE, INC.
(Exact
name of registrant as specified in its charter)
333-115644
(Commission
File Number)
|
Delaware
|
13-4092105
|
|
|
(State or other jurisdiction of
incorporation)
|
(I.R.S. Employer Identification No.)
|
|
3535 Harbor Blvd. Suite 100, Costa Mesa, California
|
92626
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number,
including area code: (714) 599-5000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
|
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
(b)
|
On
January 25, 2011, EPL Intermediate, Inc. (the “Company”) received notice
of the resignations of Andy Heyer and Griffin Whitney from the Board of
Directors of the Company. The resignations were effective
immediately.
|
|
(d)
|
On
January 25, 2011, the Board of Directors of the Company took action to
elect Wesley W. Barton and Jay R. Bloom as directors of the Company.
Messrs. Barton and Bloom were elected to fill the vacancies on the Board
created as a result of the resignations of Messrs. Heyer and
Whitney.
|
Mr.
Barton is a Vice President of Trimaran Capital Partners, LLC (“Trimaran”) and
Mr. Bloom is a Managing Director of Trimaran. Approximately 99% of
the Company’s outstanding stock is owned indirectly by Trimaran Pollo Partners,
LLC (the “LLC”), which in turn is owned by various private equity and investment
funds. Various members of the LLC which are affiliated with Trimaran
(the “Trimaran LLC Members”) have the right to designate certain members of the
Company’s Board of Directors. Messrs. Barton and Bloom are
designees of the Trimaran LLC Members. For additional information
regarding the relationships among the Company, the LLC, Trimaran and the
Trimaran LLC Members, see “Item 11. Executive Compensation – Compensation
Committee Interlocks and Insider Participation” of our Annual Report on Form
10-K for the year ended December 30, 2009 as filed with the Securities and
Exchange Commission on March 30, 2010.
Prior to
his resignation, Mr. Heyer was a member of the Compensation Committee of the
Board of Directors of the Company (the “Compensation Committee”). On
January 25, 2011, Michael Maselli was appointed to serve on and chair the
Compensation Committee. Neither Mr. Barton nor Mr. Bloom have been, nor at the
time of this disclosure are expected to be, appointed to a committee of the
Board.
Page
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
EPL
INTERMEDIATE, INC.
(Registrant)
|
||
|
Date:
January 31, 2011
|
By:
|
/s/ Jerry Lovejoy
|
|
Jerry
Lovejoy
|
||
|
Senior
Vice President
|
||
Page
3