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) March 21, 2013

Fiesta Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-35373	 	90-0712224	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
		
14800 Landmark Boulevard, Suite 500, Addison, Texas	 	75254	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (972) 702-9300
N/A
(Former name or former address, if changed since last report.)

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 240.13a-4(c))	

 

ITEM 7.01.	REGULATION FD DISCLOSURE.	
On March 21, 2013, Fiesta Restaurant Group, Inc. issued a press release announcing the pricing of a secondary public offering, the entire text of which is attached as Exhibit 99.1 and is incorporated by reference herein.
 
ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS.	
 
(d)	Exhibits	
 
99.1	Fiesta Restaurant Group, Inc. Press Release, dated March 21, 2013	
 
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Signatures
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.

FIESTA RESTAURANT GROUP, INC.	
	
Date: March 22, 2013	
		
By:	 	/s/ Joseph A. Zirkman	
Name:	 	Joseph A. Zirkman	
Title:	 	Vice President, General Counsel and Secretary	
 
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Relations Contact:
Raphael Gross
203-682-8253
investors@frgi.com
Fiesta Restaurant Group, Inc. Announces Pricing of Upsized Secondary Public Offering of Common Stock
Addison, TX – (Businesswire) – March 21, 2013 - Fiesta Restaurant Group, Inc. (“Fiesta” or the “Company”) (NASDAQ: FRGI), the owner, operator, and franchisor of the Pollo Tropical ® and Taco Cabana ® fast-casual restaurant brands, today announced the pricing of a secondary public offering of 2,900,000 shares of common stock at a price of $24.25 per share. All shares were offered by funds managed by Jefferies Capital Partners. The offering was upsized from the previously announced offering size of 2,500,000. The selling stockholders also granted the underwriters an option to purchase up to an additional 435,000 shares of common stock. Fiesta will not receive any proceeds from the sale of any shares in the offering. The closing of the offering is expected to occur on March 27, 2013, subject to satisfaction of customary closing conditions.
Jefferies LLC, Piper Jaffray & Co., and Raymond James & Associates, Inc. are serving as joint book-running managers for the offering. Stephens Inc. is serving as co-manager for the offering.
A shelf registration statement (including a prospectus) relating to these securities was filed by the Company with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on November 20, 2012. A copy of the prospectus supplement and base prospectus relating to this offering may be obtained by contacting Equity Syndicate Prospectus Department, Jefferies LLC, 520 Madison Avenue, 12th Floor, New York, NY, 10022 at (877) 547-6340 and at Prospectus_Department@Jefferies.com, or Piper Jaffray & Co., Attention: Prospectus Department, 800 Nicollet Mall, Suite 800, Minneapolis, MN 55402, by email to prospectus@pjc.com, or by telephone at (800) 747-3924, or Raymond James & Associates, Inc., Attention: Prospectus Department, 880 Carillon Parkway, St. Petersburg, Florida 33716, by email to prospectus@raymondjames.com, or by telephone at (800) 248-8863. Before you invest, you should read these documents and other documents filed by the Company with the SEC for more complete information. You may obtain these documents free of charge by visiting the SEC’s website at www.sec.gov .
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Fiesta Restaurant Group, Inc.
Fiesta Restaurant Group, Inc. owns, operates, and franchises the Pollo Tropical ® and Taco Cabana ® restaurant brands with 251 company-owned and operated restaurants and 43

franchised restaurants in the U.S., Puerto Rico, the Bahamas, Costa Rica, Ecuador, Honduras, Panama, Trinidad & Tobago, and Venezuela as of December 30, 2012. The brands specialize in the operation of fast-casual, ethnic restaurants that offer distinct and unique flavors with a broad appeal at a compelling value. Both brands feature made-from-scratch cooking, fresh salsa bars, and drive-thru service and catering.