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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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price of our class A common stock could fluctuate based upon factors that have little or nothing to do with our company or its performance, and those fluctuations could materially reduce our class A common stock price.

    Because holders of the shares of class B common stock will control the majority of the voting power of our common stock, investors in this offering will not be able to determine the outcome of shareholder votes with respect to most events.

        Our class A common stock will have one vote per share, and our class B common stock will have ten votes per share, other than with respect to a limited number of matters specified in our amended certificate of incorporation (such as approval of transactions by which a third party might acquire control of us). Following this offering, holders of shares of class B common stock will collectively control    % of the combined voting power of our outstanding common stock other than with respect to those matters. For example, the holders of shares of class B common stock will be able to direct the election of all of the members of our board of directors, who will determine our strategic plans, approve major financing decisions and appoint top management. In addition, the holders of the class B common stock may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to holders of our class A common stock or adversely affect us or other investors, including investors in this offering. Although substantially all of the class B common stock will be beneficially owned by McDonald's following the offering and such shares will only be transferable to McDonald's or one of its subsidiaries, McDonald's may in the future decide to distribute all or a portion of its interest in the class B common stock to its shareholders through a tax-free distribution. Following any such distribution, none of the outstanding shares of class B common stock will be subject to transfer restrictions.

    Future sales of our common stock, or the perception that such sales may occur, could depress our class A common stock price.

        Sales of a substantial number of shares of our common stock, or the perception that such sales may occur, following this offering could depress the market price of our class A common stock. This would include sales by McDonald's, as detailed above under "—Future sales or distributions by McDonald's could depress our stock price." We and all of our executive officers and directors and certain other equity holders, including McDonald's, have agreed with the underwriters not to offer, sell, dispose of or hedge any shares of our class A common stock or securities convertible into or exchangeable for shares of our class A common stock (including shares of our class B common stock), subject to specified limited exceptions and extensions described elsewhere in this prospectus, during the period ending 180 days (subject to extension) after the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC, on behalf of the underwriters. Our certificate of incorporation will authorize us to issue up to             shares of class A common stock, of which            shares will be outstanding and            shares will be issuable upon the exercise of outstanding stock options, and up to            shares of class B common stock, of which            shares will be outstanding, upon completion of this offering. Of the outstanding shares,             class A shares and            class B shares, including the class A shares sold in this offering, are freely tradable. About            of the outstanding shares will be eligible for resale after the expiration of the lock-up period. Shares of our common stock held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the U.S. Securities Act of 1933, or the Securities Act. Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC may, in their sole discretion and at any time without notice, release all or any portion of the class A shares or the class B shares subject to the lock-up.

        In addition, immediately following this offering, we intend to file a registration statement registering under the Securities Act the shares of common stock reserved for issuance under our employee stock option plan. See the information under the heading "Shares Eligible for Future Sale" for a more detailed description of the shares that will be available for future sales upon completion of this offering.

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