formsc13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. _____)
Mexican
Restaurants, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
59283R104
(CUSIP
Number)
Michael
D. Domec
12000
Aerospace Ave.
Suite
400
Houston,
TX 77034
(832)
300-5858
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December
1, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. £
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
59283R 10 4
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1.
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Names
of Reporting Persons
Michael
D. Domec
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a.)
£ (b.)
£
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
£
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6.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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7.
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Sole
Voting Power
1,392,761
shares *
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8.
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Shared
Voting Power
0
shares
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9.
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Sole
Dispositive Power
1,392,761
shares *
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10.
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Shared
Dispositive Power
0
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,392,761
shares *
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
£
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13.
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Percent
of Class Represented by Amount in Row (11)
42.1% *
†
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14.
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Type
of Reporting Person (See Instructions)
IN
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* Of the
1,392,761 shares reported on this Schedule 13D, 17,000 shares are issuable upon
the exercise of options in favor of Mr. Domec exercisable within 60 days of the
date hereof.
† Based
on 3,288,141 shares of Common Stock outstanding as of November 10,
2009.
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Item
1.
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Security
and Issuer
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This
statement on Schedule 13D (this “Statement”) relates to Common Stock, $0.01 par
value per share (“Common Stock”), of Mexican Restaurants, Inc., a Texas
corporation (the “Issuer”). The address of the principal executive
office of the Issuer is 12000 Aerospace Ave., Suite 400, Houston, TX
77034.
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Item
2.
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Identity
and Background
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a)
This Statement is filed on
behalf of Michael D. Domec (the “Reporting Person”).
b)
The address of the principal
business and principal office of the Reporting Person is 12000 Aerospace Ave.,
Suite 400, Houston, TX 77034.
c)
The Reporting Person is a Director of the
Issuer. The business address of the Issuer is listed in Item 2(b)
above.
d) &
e) During the last five years, the Reporting Person (i) has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
f)
The Reporting Person is a citizen of the United States.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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Pursuant to a Stock Sale Agreement
dated December 1, 2009 (the “Sale Agreement”) by and between the Reporting
Person as “Buyer” and The D3
Family Fund, L.P., The D3
Family Bullfrog Fund, L.P. and the DIII Offshore Fund, L.P. collectively as
“Sellers,” the Reporting Person acquired a total of 1,192,956 shares of Common
Stock of the Issuer from Sellers at a purchase price of $2 per
share. The consideration paid in such purchase was from the Reporting
Person’s personal funds. The aggregate purchase price paid to each
Seller is set forth in the Sale Agreement set forth as Exhibit 1 to this
Statement. The full text of the Sale Agreement is filed as Exhibit 1
to this Statement, is incorporated by reference in response to this Item and
qualifies in its entirety the information about the Sale Agreement contained in
any Item of this Statement.
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Item
4.
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Purpose
of Transaction
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The Reporting Person intends to review
his investment in the Issuer on a continuing basis and may, at any
time, consistent with the Reporting Person’s obligations under the federal
securities laws, determine to increase or decrease his ownership of shares of
the Issuer’s Common Stock through purchases or sales in the open market or in
privately-negotiated transactions. The Reporting Person’s review of
his investment in the Issuer will depend on various factors, including the
Issuer’s business prospects, other developments concerning the Issuer, general
economic conditions, financial and stock market conditions, the Reporting
Person’s personal financial situation, need for, and availability of capital,
and any other facts and circumstances which may become known to the Reporting
Person regarding his investment in the Issuer. At the time of this
filing, the Reporting Person has no definitive plans to purchase additional
shares of Common Stock in the immediate future. However, the
Reporting Person may engage in open market and/or privately-negotiated
transactions in the future, may from time-to-time acquire additional shares of
Common Stock under various benefit or compensation arrangements of the Issuer,
and reserves his right to reevaluate his investment in the Issuer and to
purchase additional shares or sell the shares held by him.
Except as may occur in the ordinary
course of business of the Issuer, the Reporting Person has no present plans or
proposals that relate to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving the
Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries, (iii) any change in the
board of directors or executive management of the Issuer or any of its
subsidiaries, (iv) any material change in the present capitalization or dividend
policy of the Issuer, (v) any other material change in the Issuer’s business or
corporate structure, (vi) changes in the Issuer’s Articles of Incorporation or
bylaws or other actions that may impede the acquisition of control of the Issuer
by any person, (vii) a series of securities of the Issuer being delisted from a
national securities exchange or no longer being quoted in an inter-dealer
quotation system of a registered national securities association, (viii) a
series of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, or (ix) any action similar to any of those described
above. Notwithstanding the foregoing, the Reporting Person, in his
capacity as a director of the Issuer may, from time to time, become aware of,
initiate, and/or be involved in discussions that relate to the transactions
described in this Item 4 and thus retains his right to modify his plans with
respect to the transactions described in this Item 4 to acquire or dispose of
securities of the Issuer and to formulate plans and proposals that could result
in the occurrence of any such events, subject to applicable laws and
regulations.
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Item
5.
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Interest
in Securities of the Issuer
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a)
The Reporting Person
beneficially owns 1,392,761 shares of Common Stock, representing approximately
42.1% of the shares of the Common Stock treated as being outstanding as of
November 10, 2009. The 1,392,761 shares of Common Stock beneficially
owned by the Reporting Person include 17,000 shares of Common Stock subject to
options that are presently exercisable or that become exercisable within 60
days.
b)
As of the date of this
Statement, the Reporting Person has the sole power to vote and sole dispositive
power over 1,392,761 shares of Common Stock, which represents approximately
42.1% of the shares of Common Stock treated as being outstanding as of November
10, 2009.
c)
Except as disclosed in Item 3, the
Reporting Person has not effected any transaction involving shares of Common
Stock of the Issuer during the past 60 days.
d)
Not Applicable.
e)
Not Applicable.
Item
6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
To the best knowledge of the Reporting
Person, except as disclosed in this Statement and its amendments, there are as
of the date of this Statement, no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person and any person
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities of the Issuer, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss or the giving or withholding of proxies, or a pledge
or contingency the occurrence of which would give another person voting power or
investment power over the Common Stock.
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Item
7.
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Material
to be Filed as Exhibits
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Exhibit 1 to this
Statement is the Sale Agreement referred to in Item 4.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated: December
11, 2009
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Michael
D. Domec
/s/ Michael D.
Domec
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