Sec Form 13D Filing - PAPPAS CHRISTOPHER JAMES filing for LUBYS INC (LUB) - 2020-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)*

LUBY’S, INC.

(Name of Issuer)

Common Stock, $0.32 par value per share

(Title of Class of Securities)

549282101

(CUSIP Number)

G. Michael O’Leary

Hunton Andrews Kurth LLP

600 Travis Street, Suite 4200

Houston, Texas 77098

(713) 220-4200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 11, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report this 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 all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 549282101

CUSIP No. 549282101

Item 1. Security and Issuer

This Schedule 13D relates to the common stock (the “Common Stock”) par value $0.32 in Luby’s, Inc., a Delaware corporation (the “Company”), whose principal offices are located at 13111 Northwest Freeway, Suite 600, Houston, Texas 77040.

This Schedule 13D represents Amendment No. 13 to the Schedule 13D originally filed by certain reporting persons with the U.S. Securities and Exchange Commission (the “SEC”) on December 27, 2000, as amended by Amendment No. 1 thereto, filed on March 16, 2001, Amendment No. 2 thereto, filed on July 23, 2001, Amendment No. 3 thereto, filed on March 27, 2002, Amendment No. 4 thereto, filed on June 6, 2005, Amendment No. 5 thereto, filed on September 15, 2005, Amendment No. 6 thereto, filed on June 28, 2006, Amendment No. 7 thereto, filed on November 5, 2007, Amendment No. 8 thereto, filed on January 24, 2008, Amendment No. 9 thereto, filed on September 2, 2010, Amendment No. 10 thereto, filed on April 14, 2014, Amendment No. 11 thereto, filed on July 12, 2017 and Amendment No. 12 thereto, filed on August 23, 2017 (the “Original Schedule 13D”).

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

This Schedule 13D is being filed jointly by Christopher James Pappas, a citizen of the United States of America residing in Houston, Texas (“C. Pappas”), and Harris James Pappas , a citizen of the United States of America residing in Houston, Texas (“H. Pappas,” and together with C. Pappas, the “Shareholders”).

C. Pappas has served as the President and Chief Executive Officer and a director of the Company since March 2001. On December 11, 2017, the Company entered into a restated employment agreement with C. Pappas (the “2017 Employment Agreement”). Under the 2017 Employment Agreement, the initial term of C. Pappas’ employment ended on August 28, 2019 and automatically renews for additional one year periods, unless terminated in accordance with its terms. The 2017 Employment Agreement was unanimously approved by the Executive Compensation Committee of the Board of Directors of the Company (the “Board”), as well as by the full Board. Effective August 1, 2018, the Company and C. Pappas agreed to reduce his fixed annual base salary to one dollar. Additionally, he is self-employed in the restaurant business as a principal owner of Pappas Partners, L.P. and Pappas Restaurants Inc., whose business address is 13939 NW Freeway, Houston, Texas 77040.

H. Pappas served as Chief Operating Officer of the Company until his retirement in 2011 and as a member of the Company’s Board of Directors until his resignation effective as of January 31, 2019. Additionally, H. Pappas is self-employed in the restaurant business as a principal owner of Pappas Partners, L.P. and Pappas Restaurants Inc., whose business address is 13939 NW Freeway, Houston, Texas 77040.

During the last five years, neither C. Pappas nor H. Pappas has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

Item 3. Source and Amount of Funds or Other Consideration

No change since Amendment No. 12 to Schedule 13D was filed on August 23, 2017 other than (i) the use of personal funds by C. Pappas and H. Pappas to acquire shares of Common Stock and (ii) with respect to a Possible Transaction as described below in Item 4, the potential use of (a) personal funds by C. Pappas and H. Pappas to acquire Company Assets and (b) potential borrowings from third party sources.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

This Item 4 is being amended and restated to describe the Confidentiality Agreement (as defined below) executed and delivered by the Company and C. Pappas, individually, on September 11, 2020 in connection with C. Pappas’ evaluation of whether or not to submit a proposal for a Possible Transaction (as defined below).

Original Schedule 13D

As disclosed on Schedule 13D filed by the Shareholders, jointly, on December 27, 2000, with the SEC, the Shareholders purchased an aggregate of 1,343,800 shares of Common Stock of the Company on the New York Stock Exchange (the “NYSE”).

As disclosed on the Amendments No. 1, No. 2 and No. 3 to Schedule 13D filed by the Shareholders, jointly, on March 16, 2001, July 23, 2001, and March 27, 2002, respectively, with the SEC, the Shareholders became executive officers and members of the Board. In such capacities they have had, and expect to continue to have, the opportunity to influence the management, and affect the performance, of the Company, subject to the supervision of the Board. Each Shareholder was granted an option (each, individually, an “Option,” and together, the “Options”) to purchase 1,120,000 shares of common stock, $0.32 par value per share, of the Company (the “Common Stock”) at an exercise price of $5.00 per share, as compensation for his service to the Company. The Options became exercisable by the Shareholders over three years in accordance with a vesting schedule set forth in the Options, and were otherwise subject to the terms, restrictions and limitations set forth in the Options. Notwithstanding the vesting schedule set forth in the Options, the Options became exercisable for 25% of the Common Stock granted pursuant to the Options at any time after the last sale price of the Common Stock exceeded $8.475 for twenty consecutive days on which securities are traded on the NYSE (each, a “Trading Day”). As was disclosed on Amendment No. 2 to Schedule 13D, on June 13, 2001 the Options became exercisable for 25% of the Common Stock granted pursuant to the Options. As was disclosed on Amendment No. 3 to Schedule 13D, on March 9, 2002 an additional 25% of the Common Stock granted pursuant to the Options became exercisable by the Shareholders. According to the vesting schedule, the Options became exercisable for 75% of the Common Stock granted pursuant to the Options on March 9, 2003. The vesting schedule further provided that, on March 9, 2004, the Options became exercisable for 100% of the Common Stock granted pursuant to the Options. On October 26, 2007, the Shareholders exercised the Options in full to acquire 2,240,000 shares of Common Stock in the aggregate. The Shareholders continue to hold the shares of Common Stock acquired upon the exercise of the Options.

Also as disclosed on the Amendment No. 1 to Schedule 13D filed on March 16, 2001, the Shareholders entered into a Purchase Agreement with the Company (the “Original Purchase Agreement”) on March 9, 2001 setting forth the Shareholders’ agreed-to investment in the Company. Pursuant to and in accordance with the terms of the Original Purchase Agreement, the Shareholders purchased promissory notes (the “Original Notes”, and, individually, an “Original Note”) in the aggregate principal amount of $10 million—each Shareholder receiving an Original Note for $5 million. On June 7, 2004, the Shareholders entered into a basic refinancing agreement with the Company (the “Refinancing Agreement”) providing that the Shareholders surrender the Original Notes for cancellation and receive amended and restated promissory notes (the “Notes”, and, individually, a “Note”). The Shareholders and the Company amended the Original Purchase Agreement on June 7, 2004 to refer to the Notes instead of the Original Notes (the “Amended Purchase Agreement”). The Notes were originally issued for the aggregate principal amount of $10 million—with each Shareholder receiving an Original Note for $5 million. The Notes were convertible into shares of Common Stock at the Shareholders’ election (the “Conversion Election”), subject to certain restrictions and limitations set forth in the Notes. Pursuant to and in accordance with the terms of the Notes, the conversion price for the Notes dropped on June 7, 2005 from $5 per share to $3.10 per share. Interest on the Notes was payable in cash. Until June 7, 2004, the Notes were convertible into an aggregate of 2,000,000 shares of Common Stock at the Shareholders’ election. As of June 7, 2005, the Notes became convertible into an aggregate of 3,225,806 shares of Common Stock at the Shareholders’ election, and at such time as disclosed on the Amendment No. 5 to Schedule 13D filed jointly by the Shareholders on September 15, 2005, on August 31, 2005, the Shareholders exercised the Conversion Election provided in the Notes and each Shareholder became the direct beneficial owner of 1,612,903 shares of Common Stock by reason of his ownership of his Note.

As disclosed on the Amendment Nos. 6 and 7 to Schedule 13D filed jointly by the Shareholders on June 28, 2006 and November 5, 2007, respectively, on November 8, 2005, each Shareholder was granted an additional option (each, individually, an “Additional Option,” and together, the “Additional Options”) to purchase 65,500 shares of Common Stock at an exercise price of $12.92. The Additional Options became exercisable by the Shareholders over four years in accordance with a vesting schedule set forth in the Additional Options, and are otherwise subject to the terms, restrictions and limitations set forth in the Additional Options. Subsequent to the joint filing by the Shareholders of Amendment No. 8 to Schedule 13D on January 24, 2008, all the remaining unvested Additional Options held by the Shareholders vested a nd became exercisable thereby. Accordingly, each of C. Pappas and H. Pappas became beneficial owners of an additional 32,750 shares of common stock represented by these options upon the vesting thereof. Specifically, Additional Options for 16,375 shares held by each Shareholder vested and became exercisable on November 18, 2008, and November 18, 2009, respectively. The Additional Options were required to be exercised within six years of grant and none of the Additional Options were exercised prior to expiration or being returned to the Company in October 2015.

As disclosed on the Amendment No. 7 to Schedule 13D filed on November 5, 2007, on June 16, 2006, the Company filed with the SEC (File No. 333-135057) on Form S-3 (as amended by Amendment No. 1 thereto filed with the SEC on October 12, 2006, the “Registration Statement”), which registered 6,809,606 shares of Common Stock then beneficially owned by the Shareholders (the “Registrable Shares”), in the aggregate, including the shares of Common Stock held by each Shareholder pursuant to the vested Options. The shares of Common Stock represented by the Additional Options were not registered under the Registration Statement as such shares had not vested at the time the Registration Statement was filed. The purpose of the Registration Statement was to give the Shareholders the flexibility to sell the shares of Common Stock beneficially owned by them freely to the public. The Registration Statement was declared effective by the SEC on October 16, 2006. As of the date of this Amendment No. 13 to Schedule 13D, the Registration Statement for the Registrable Shares is no longer effective.

As disclosed in Amendment No. 8 to Schedule 13D jointly filed by the Shareholders on January 24, 2008: on January 8, 2008, H. Pappas purchased 10,800 shares of Common Stock of the Company on the NYSE; on January 9, 2008, H. Pappas purchased 10,800 shares of Common Stock of the Company on the NYSE; on January 10, 2008, H. Pappas purchased 20,000 shares of Common Stock of the Company on the NYSE; and on January 11, 2008, H. Pappas purchased 20,000 shares of Common Stock of the Company on the NYSE.

As disclosed in Amendment No. 8 to Schedule 13D jointly filed by the Shareholders on January 24, 2008, on January 22, 2008, Pappas Restaurants Inc. purchased 600,000 shares of Common Stock of the Company on the NYSE (the “Pappas Restaurants Shares”). The Shareholders are the sole stockholders of Pappas Restaurants Inc., and, therefore, are deemed to beneficially own the Pappas Restaurants Shares.

Subsequent to the filing of Amendment No. 8 to Schedule 13D on January 24, 2008, H. Pappas purchased the additional number of shares indicated below (all such shares being referred to hereinafter as the “Later Acquired Shares”) on the NYSE at the prices and on the dates indicated:

Subsequent to the filing of Amendment No. 8 to Schedule 13D on January 24, 2008, Pappas Restaurants Inc. purchased the additional number of shares (all such shares being referred to hereinafter as the “Additional Pappas Restaurants Shares”) indicated below on the NYSE at the prices and on the dates indicated:

In addition to the Additional Options vesting and becoming exercisable as described above, the following table indicates information as options granted to C. Pappas that had not been previously reported and were exercisable as disclosed in Amendment No. 9 to Schedule 13D jointly filed by the Shareholders on September 2, 2010:

In addition to the Additional Options vesting, the following table indicates information as to options granted to H. Pappas that had not been previously reported and were exercisable as disclosed in Amendment No. 9 to Schedule 13D jointly filed by the Shareholders on September 2, 2010:

The options covered by the immediately preceding two tables above are collectively referred to as the “Subsequent Year Options.” The Subsequent Year Options were required to be exercised within six years of grant. None of the Subsequent Year Options were exercised and all such options listed in the two tables above have expired or returned to the Company in October 2015.

Amendment Nos. 10, 11 and 12 to Schedule 13D jointly filed by the Shareholders on April 14, 2014, July 12, 2017 and August 23, 2017, respectively, reflected the following as of the dates of such statements: (a) all shares of Common Stock purchased by the Shareholders on the NYSE, (b) the number of shares of Common Stock purchased by the Shareholders upon the exercise of the Options to acquire 100% of the Common Stock granted pursuant to the Options as of those dates, (c) the number of shares of Common Stock directly held by the Shareholders following the exercise of the Conversion Election provided in the Notes, (d) the number of shares of Common Stock beneficially owned by the Shareholders arising from their right to exercise the Additional Options and the exercisable part of the Subsequent Year Options, and any such exercises or expirations, if any, (e) the Pappas Restaurants Shares and Additional Pappas Restaurants Shares indirectly beneficially owned by each Shareholder and (f) all shares of Common Stock granted to the Shareholders and vested, or other securities which have been granted and have become exercisable or convertible into Common Stock by the Shareholders, pursuant to the Company’s equity compensation plans.