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PURSUANT TO RULE 462(B) REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 12, 2004

Registration No. 333-                    

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

Securities Act of 1933

 

 

DOMINO’S PIZZA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   5812   38-2511577

(State or other jurisdiction

of incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

 

30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106

(734) 930-3030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

David A. Brandon

Chairman and Chief Executive Officer

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

(734) 930-3030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Jane D. Goldstein, Esq.

R. Newcomb Stillwell, Esq.

   Elisa D. Garcia C., Esq.   Gerald S. Tanenbaum, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone: (617) 951-7000

Telecopy: (617) 951-7050

  

Domino’s Pizza LLC

Executive Vice President & General Counsel

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

Telephone: (734) 930-3030

Telecopy: (734) 747-6210

  

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Telephone: (212) 701-3000

Telecopy: (212) 269-5420

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-114442-01

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

    Amount to be Registered    Proposed Maximum Offering
Price Per Share(1)		    Proposed Maximum Aggregate
Offering Price(1)		    Amount of Registration Fee

Common Stock, par value $.01 per share

    183,343 shares    $14.00    $2,566,802    $326
 

 

(1)   Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Explanatory Note

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Commission File No. 333-114442-01) initially filed by Domino’s Pizza, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on April 13, 2004, which was declared effective by the Commission on July 12, 2004, are incorporated herein by reference.

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Ann Arbor, State of Michigan, on July 12, 2004.

 

DOMINO’S PIZZA, INC.
By:   /s/    HARRY J. SILVERMAN        

Name:

   Harry J. Silverman

Title:

   Executive Vice President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

*

David A. Brandon

   

Chairman of the Board and Chief

    Executive Officer (Principal Executive

    Officer) and Director

   July 12, 2004

/s/    HARRY J. SILVERMAN        

Harry J. Silverman

   

Executive Vice President and Chief

    Financial Officer (Principal Financial and

    Accounting Officer)

   July 12, 2004

*

Andrew B. Balson

    Director   July 12, 2004

*

Dennis F. Hightower

    Director   July 12, 2004

*

Mark E. Nunnelly

    Director   July 12, 2004

*

Robert M. Rosenberg

    Director   July 12, 2004

 

The undersigned, by signing his name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Securities and Exchange Commission on behalf of such officers and directors.

 

*By:  

/s/    HARRY J. SILVERMAN        

  

Attorney-in-fact

       July 12, 2004
   

Harry J. Silverman

Executive Vice President

            

 

Exhibit Index

 

Number
   

Description

5.1    Opinion of Ropes & Gray LLP.
23.1    Consent of PricewaterhouseCoopers LLP.
23.2    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24.1    Power of attorney pursuant to which amendments to this registration statement may be filed, previously filed as Exhibit 24.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-114442-01).

 

OPINION OF ROPES & GRAY LLP

Exhibit 5.1

 

ROPES

&GRAY

ROPES & GRAY LLP

ONE INTERNATIONAL PLACE        BOSTON, MA 02110-2624        617-951-7000        F 617-951-7050

BOSTON            NEW YORK            SAN FRANCISCO            WASHINGTON, DC

 

July 12, 2004

 

 

 

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

 

Re: Domino’s Pizza, Inc.

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with a registration statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 183,343 shares of Common Stock, $.01 par value (the “Common Stock”), of Domino’s Pizza, Inc., a Delaware corporation (the “Company”). The 183,343 shares of Common Stock to be registered pursuant to the Registration Statement are being offered by certain selling stockholders (the “Shares”). The Shares are to be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company, the selling stockholders and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein.

 

We have acted as counsel for the Company in connection with the proposed issuance and sale of the Shares. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

 

The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal matters” in the prospectus included therein. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

 

/s/ Ropes & Gray LLP

 

Ropes & Gray LLP

CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-1 of Domino’s Pizza, Inc., filed pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933, of our report dated January 30, 2004, except as to Note 13 and the effect of a two-for-three stock split which are May 11, 2004, relating to the financial statements and our report dated January 30, 2004, included in the Domino’s Pizza, Inc. Registration Statement on Form S-1, Amendment No. 4 (No. 333-114442-01). We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

Detroit, Michigan

July 7, 2004