potbelly corp form s-1

POTBELLY CORP

FORM S-1(Securities Registration Statement)

Filed 08/29/13

Address 222 MERCHANDISE MART PLAZA

23RD FLOORCHICAGO, IL 60654

Telephone 3129510600CIK 0001195734

SIC Code 5812 - Eating Places

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As filed with the Securities and Exchange Commission on August 29, 2013 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-1 REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

Potbelly Corporation (Exact name of registrant as specified in its charter)

222 Merchandise Mart Plaza, 23rd Floor Chicago, Illinois 60654

(312) 951-0600 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

Matthew J. Revord Senior Vice President, General Counsel and Secretary

Potbelly Corporation 222 Merchandise Mart Plaza, 23rd Floor, Chicago, Illinois 60654

(312) 951-0600 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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 of 1933, 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, please 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(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. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,

accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Delaware 5812 36-4466837

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

Edward S. Best Jennifer J. Carlson Mayer Brown LLP

71 South Wacker Drive Chicago, Illinois 60606

Telephone: (312) 782-0600 Facsimile: (312) 701-7711

John J. Sabl Robert L. Verigan Sidley Austin LLP

One South Dearborn Street Chicago, Illinois 60603

Telephone: (312) 853-7000 Facsimile: (312) 853-7036

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company

Title of each class of securities to be registered

Proposed maximum aggregate

offering price (1)(2) Amount of

registration fee Common Stock, $0.01 par value per share, offered by the Registrant $ $ Common Stock, $0.01 par value per share, offered by the selling stockholders $ $ Total $75,000,000 $10,230

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes shares of common stock that the underwriters have the option to purchase.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion Preliminary Prospectus dated August 29, 2013

PROSPECTUS

Shares

Potbelly Corporation Common Stock

This is Potbelly Corporations initial public offering. We are selling shares of our common stock and the selling stockholders are selling shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders.

We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the Nasdaq Global Select Market under the symbol PBPB.

We are an emerging growth company under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

Investing in the common stock involves risks that are described in the Risk Factors section beginning on page 12 of this prospectus.

The underwriters may also exercise their option to purchase up to an additional shares from us, and up to an additional shares from the selling stockholders, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2013.

The date of this prospectus is , 2013.

Per Share Total Public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling stockholders $ $

BofA Merrill Lynch Goldman, Sachs & Co. Baird William Blair Piper Jaffray

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You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you. We have not, and the underwriters have not, authorized anyone to provide you with additional or different information. This document may only be used where it is legal to sell these securities. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of the prospectus applicable to that jurisdiction.

Until , 2013 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

i

Prospectus Summary 1

Summary Consolidated Financial and Other Data 8

Risk Factors 12

Cautionary Note Regarding Forward-Looking Statements 29

Use of Proceeds 31

Dividend Policy 31

Capitalization 32

Dilution 34

Selected Consolidated Financial and Other Data 36

Managements Discussion and Analysis of Financial Condition and Results of Operations 39

Business 60

Management 76

Executive and Director Compensation 83

Related Party Transactions 100

Description of Credit Facility 103

Principal and Selling Stockholders 104

Description of Capital Stock 108

Shares Eligible For Future Sale 113

Material U.S. Federal Income Tax Considerations For Non-U.S. Holders 115

Underwriting 119

Legal Matters 126

Experts 126

Where You Can Find More Information 126

Index to Consolidated Financial Statements F-1

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