secwatch / observer
8-K filed October 30, 2023, 7:59 PM ET CIK 0001534992
M&A confidence high sentiment neutral materiality 0.95

Fiesta Restaurant Group, Inc.: M&A transaction — Fiesta Restaurant Group acquired for $8.50/share in all-cash merger, delisting from Nasdaq

Fiesta Restaurant Group, Inc.

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Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Paul E. Twohig

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Departed

Sherrill Kaplan

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Departed

Stacey Rauch

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Departed

Nicholas Shepherd

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Departed

Andrew Rechtschaffen

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Departed

Nirmal K. Tripathy

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Departed

Nicholas Daraviras

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Successor
Dirk Montgomery
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
Appointed

Dirk Montgomery

Director
Fiesta Restaurant Group, Inc.
Effective
2023-10-30
Filed
October 30, 2023, 7:59 PM ET
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Paul E. Twohig departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sherrill Kaplan departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stacey Rauch departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nicholas Shepherd departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Andrew Rechtschaffen departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nirmal K. Tripathy departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nicholas Daraviras departed as Director at Fiesta Restaurant Group, Inc..

Action
ceased
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dirk Montgomery was appointed as Director at Fiesta Restaurant Group, Inc..

Action
became
Role
Director
Exact text from the filing
all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Fiesta Restaurant Group, Inc. underwent a change of control involving Fiesta Holdings, LLC and Fiesta Merger Sub, LLC for $8.50 per share in cash (closed 2023-10-30).

Action
change of control
Counterparty
Fiesta Holdings, LLC and Fiesta Merger Sub, LLC
Consideration
$8.50 per share in cash
Closing
2023-10-30
Exact text from the filing
or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the “Merger Consideration”), (2) each restricted stock award with respect to Common Stock (“Company Restricted Stock Award”) issued and
View on SEC.gov

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Source: SEC EDGAR
accession 0001140361-23-050103
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