UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~the ofSecurities ~~report~~Exchange ~~(Date~~Act of ~~earliest event reported): August 17, 2018~~1934

Date of report (Date of earliest event reported): October 29, 2018

ZOE’S KITCHEN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-36411		56-0653504
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

5760 State Highway, Suite 250

5760 State Highway, Suite 250, Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

Plano, Texas 75024

(Address of principal executive offices)

(214) 436-8765

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Zoe’s Kitchen, Inc.

5760 State Highway, Suite 650

Plano, Texas 75024

Attention: Michael Todd, General Counsel

Copies to:

Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, NY 10166 Attention: Clifford E. Neimeth (212)801-9393 E-mail NeimethC@gtlaw.com Greenberg Traurig, LLP 1750 Tysons Boulevard Suite 1000 McLean, VA 22102 Attention: Jason Simon (703) 749-1386 E-mail: SimonJ@gtlaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~EXPLANATORY ~~1.01 Entry into a Material Definitive Agreement.~~NOTE

OnAs ~~August~~previously disclosed, on August 16, 2018, Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

~~The~~On October 9, 2018, the Company filed with the SEC its definitive proxy statement (the “Proxy Statement”) in connection with its solicitation of votes from holders of record of the common stock of the Company as of 5:00 p.m., New York City time, on October 22, 2018, to approve, among other things, a proposal to adopt the Merger Agreement and any novation thereof in accordance with its terms and approve the Merger and the other transactions contemplated by the Merger Agreement described in the Proxy Statement at the special meeting of stockholders to be held on November 20, 2018. All capitalized terms used and not defined in this Current Report on Form 8-K have the respective meanings assigned to such terms in the Proxy Statement.

~~Pursuant~~The Board of Directors of the Company continues to unanimously recommend that stockholders vote (i) “FOR” the proposal to adopt the Merger Agreement, ~~upon~~and ~~the~~any novation thereof in accordance with its terms and ~~subject~~approve tothe Merger and the ~~conditions~~other ~~thereof,~~transactions ~~Merger~~contemplated ~~Sub~~by ~~will~~the ~~merge~~Merger ~~with~~Agreement ~~and~~described ~~into~~in the ~~Company~~Proxy ~~(the~~Statement, (ii) “~~Merger~~FOR” the proposal to approve, on an advisory (non-binding) basis, ~~with~~specified compensation that may become payable to the ~~Company~~named ~~continuing~~executive asofficers of the ~~surviving~~Company ~~corporation~~in connection with the Merger, and as(iii) “FOR” athe ~~wholly~~proposal ~~owned~~to ~~subsidiary~~approve ofone ~~Parent~~or (more adjournments of the ~~“Surviving~~special ~~Corporation”). The~~meeting ~~effective~~to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time ~~that~~of the ~~Merger~~special ~~occurs~~meeting isor ~~referred~~any toadjournment asor postponement of the ~~“Effective~~special ~~Time”~~meeting to approve the Merger.

Merger Consideration

Common Stock

At the Effective Time, each outstanding share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) will be converted into the right to receive $12.75 in cash, without interest (the “Merger Consideration”).

Company Stock Options, Restricted Shares, and RSUs

At the Effective Time, (a) each outstanding stock option will accelerate and be converted into the right to receive a cash amount based on the positive excess, if any, of the Merger Consideration over the exercise price payable per share under such stock option, net of any applicable withholding taxes, (b) the vesting of each outstanding restricted share of the Company will accelerate and each such vested restricted share will receive the same treatment in the Merger as the Company Common Stock, net of any applicable withholding taxes, and (c) the vesting of each outstanding restricted stock unit award will accelerate and each such award will be converted into the right to receive the Merger Consideration, net of any applicable withholding taxes.

Parent Financing

The aggregate Merger Consideration payable to the Company’s stockholders will be financed through equity investments in Parent from investors who are parties to an equity subscription agreement, dated as of August 16, 2018 among such investors and Parent (the “Subscription Agreement”). The Company is a third-party beneficiary of the Subscription Agreement and Parent has the ability to specifically enforce Parent’s rights under the Subscription Agreement in certain circumstances.

Conditions to the Consummation of the Merger

The obligation of the parties to consummate the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among other things, the adoption of the Merger

Agreement by the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding and entitled to vote at a special meeting of the Company stockholders convened for such purpose (the “Special Meeting”), the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the absence of legal restraints and prohibitions against the Merger and the other transactions contemplated by the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct to the extent specified in the Merger Agreement, the other party having performed in all material respects its obligations under the Merger Agreement and, in the case of Parent and Merger Sub, the absence of any “Material Adverse Effect” (as such term is defined in the Merger Agreement) on the Company. The Merger is not subject to any financing conditions.

Company Go-Shop

During the 35-day period after the date of the Merger Agreement (the “Go-Shop Period”), the Company and its representatives have the right to, directly or indirectly: (i) solicit, initiate, encourage and facilitate, including by making a public announcement, the submission by any person to the Company of any proposal or inquiries relating to certain alternative acquisition and business combination transactions involving the Company and/or its Subsidiaries (a “Company Takeover Proposal) or any inquiries or proposals that would reasonably be expected to lead to any Company Takeover Proposals; (ii) initiate or participate in any discussions and negotiations with any person regarding any Company Takeover Proposals or any inquiries or proposals that would reasonably be expected to lead to any Company Takeover Proposals; and (iii) furnish to any person information in connection with any Company Takeover Proposals or any inquiries or proposals that would reasonably be expected to lead to a Company Takeover Proposals (provided that all such information has previously been provided to Parent or is provided to Parent not later than 24 hours after the time it is provided to such person) pursuant to an acceptable confidentiality agreement.

Company Non-Solicitation Covenant and Permitted Response to Alternative Proposals

Following the expiration of the Go-Shop Period , the Company is not permitted to (i) directly or indirectly solicit, initiate, knowingly encourage or knowingly facilitate any Company Takeover Proposal or any inquiry or proposal from any person that would reasonably be expected to lead to a Company Takeover Proposal, (ii) directly or indirectly engage in, continue or otherwise participate in any discussions or negotiations with any person regarding, or furnish to any person information in connection with, any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, or (iii) other than an acceptable confidentiality agreement, enter into with any person any agreement or arrangement with respect to any Company Takeover Proposal.

However, prior to obtaining stockholder approval of the Merger, in response to a bona fide written Company Takeover Proposal, the Company may (subject to certain requirements regarding confidentiality and providing certain notifications and materials to Parent) (i) furnish information (including non-public information) with respect to the Company and its Subsidiaries

to the person making such Company Takeover Proposal (and its representatives) and (ii) conduct, engage or otherwise participate in discussions regarding the terms of such Company Takeover Proposal and the negotiation of such terms with, and only with, the person making such Company Takeover Proposal, if, and only if, the Company Takeover Proposal did not result from the Company or its representatives’ breach of the foregoing no solicitation provisions, and only if, prior to the taking of any such action, the Board of Directors of the Company (the “Board”) determines in good faith, after consultation with outside legal counsel and the Company’s financial advisor that, based on the information then available and after consultation with its financial advisor, such Company Takeover Proposal either constitutes a superior proposal or is reasonably expected to result in a superior proposal, and that, based on the information then available (including the terms and conditions of such Company Takeover Proposal and the Merger Agreement), that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (including the General Corporations Law of the State of Delaware).

Change of Recommendation

None of the Board (including any committee of the Board) may (i)(a) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, the Board’s recommendation that the Company’s stockholders adopt the Merger Agreement and vote in favor of the Merger (the “Company Recommendation”), in a manner adverse to Parent, (b) fail to include the Company Recommendation in the Company’s proxy statement to be mailed to the Company’s stockholders in connection with the Merger, (c) at any time following the public announcement of a Company Takeover Proposal (other than a tender or exchange offer that has been publicly disclosed), fail to reaffirm its approval or recommendation of the Merger Agreement and the Merger as promptly as practicable (but in any event within five business days) after receipt of any written request to do so from Parent, or (d) fail to recommend rejection of any tender offer or exchange offer for outstanding shares of Company Common Stock that has been commenced by any person on or prior to the 10th business day after such commencement, any such action, a (“Company Adverse Recommendation Change”), or (ii) approve, authorize or recommend (or determine to approve, authorize or recommend) or publicly declare advisable any acquisition agreement relating to a Company Takeover Proposal (a “Company Acquisition Agreement”).

However, prior to the Company stockholders’ adoption of the Merger Agreement and approval of the Merger, the Board may make a Company Adverse Recommendation Change and terminate the Merger Agreement to enter into an agreement related to a superior proposal (provided that concurrent payment of the company termination fee is made to Parent) if (i) a bona fide written Company Takeover Proposal that was not obtained in breach of the Company’s non-solicitation covenants is received by the Company and not withdrawn and (ii) the Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such Company Takeover Proposal constitutes a Superior Proposal. However, such a Company Adverse Recommendation Change and termination of the Merger Agreement may not be made unless and until (A) prior to taking such action, the Company gives Parent four business days’ advance written notice that the Board intends to convene a meeting to consider and to vote in respect to making such Company Adverse Recommendation Change, together with a reasonably detailed description of the superior proposal and true and complete copies of all

relevant proposed documentation providing for such superior proposal, (B) during the pendency of such four-business-day period, if requested by Parent, the Board and its representatives negotiate in good faith with Parent and its representatives to revise the Merger Agreement (in the form of a binding amendment) to enable the Board to determine in good faith, after consultation with its outside legal counsel and its financial advisor, that after giving effect to such modifications, such Company Takeover Proposal would no longer constitute a superior proposal, and (iii) at the expiration of such four-business-day period, the Board, after having taken into account the modifications to the Merger Agreement proposed by Parent, has determined in good faith, after consultation with outside legal counsel and its financial advisor, that a failure to make a Company Adverse Recommendation Change and terminate the Merger Agreement (subject to the requirements set forth above and as further described in and permitted by the Merger Agreement) and abandon the Merger would be inconsistent with the fiduciary duties of the Company’s directors under applicable law.

The Board may also make a Company Adverse Recommendation Change if (i) any certain material events, changes, effects, conditions, developments, facts or circumstances neither known by nor reasonably foreseeable by the Board as of the date of the Merger Agreement (an “Intervening Event”) has occurred and is continuing and (ii) the Board determines in good faith, after consultation with its outside legal counsel and its financial advisor, that the failure to make a Company Adverse Recommendation Change as a result of such Intervening Event would be inconsistent with the fiduciary duties of the Company’s directors under applicable law. A Company Adverse Recommendation Change may not be made unless and until the Board provides Parent with the same notice and matching rights as described above.

Termination; Termination Fees

The Merger Agreement contains certain termination rights for Parent and the Company including, (i) with respect to each of the Company and Parent, if the Merger is not consummated on or before March 31, 2019 (the “End Date”), (ii) with respect to the Company, if the Board makes a Company Adverse Recommendation Change and terminates the Merger Agreement in connection with a superior proposal to the extent permitted by the Merger Agreement and the Company enters into a Company Acquisition Agreement with respect to such superior proposal, and (iii) with respect to Parent, if (1) the Board makes a Company Adverse Recommendation Change, (2) the Company enters into a Company Acquisition Agreement providing for a superior proposal, (3) the Company commits a material breach of the non-solicitation covenants, (4) the Company commits a willful and material breach of the covenants relating to the Company’s stockholders’ meeting to approve the Merger resulting in the failure of the Company to convene such stockholders’ meeting prior to the third business day next preceding the End Date or (5) there is any inaccuracy in certain representations and warranties of the Company, or the Company materially breaches or fails to perform its covenants or agreements, which inaccuracy, breach or failure cannot be cured by the earlier of the End Date or 30 days after written notice.

The Company is required to pay to Parent a cash termination fee equal to $8.5 million if the Merger Agreement is terminated (i)(a) by either the Company or Parent due to the failure of the parties to consummate the Merger by the End Date or the failure of the Company stockholders to

adopt the Merger Agreement at the Company’s stockholders’ meeting convened for such purpose or (b) by Parent for certain breaches by the Company of its representations or warranties or its failure to perform its covenants and agreements, and, in each case, only if a certain “qualifying transaction” involving the Company has been made or publicly announced and, within 12 months of such termination, the Company has entered into or consummated any qualifying transaction, (ii) by the Company if it makes a Company Adverse Recommendation Change in connection with a superior proposal and enters into a Company Acquisition Agreement related thereto, or (iii) by Parent as a result of (a) a Company Adverse Recommendation Change made by the Board, (b) the Company having entered into a Company Acquisition Agreement providing for a superior proposal, (c) the Company having committed a material breach of the non-solicitation covenants, or (d) the Company having committed a willful and material breach of the covenants relating to the Company’s stockholders’ meeting to approve the Merger resulting in the failure of the Company to convene such stockholders’ meeting prior to the third business day immediately preceding the End Date.

The Company is required to reimburse Parent for all reasonable and documented out-of-pocket expenses incurred by Parent or Merger Sub, up to $1.5 million in the aggregate, in connection with the Merger Agreement and the transactions contemplated thereby if the Merger Agreement is terminated by the Company or Parent if the Company’s stockholders fail to vote to adopt the Merger Agreement at the Company’s stockholders’ meeting convened for such purpose.

Parent is required to pay the Company a cash termination fee equal to $17 million (the “Parent Termination Fee”) if the Merger Agreement is terminated by the Company if and when (i) conditions to Parent’s obligation to consummate the Merger have been satisfied or waived, (ii) Parent and Merger Sub fail to consummate the Closing on the date that the Closing should have occurred, (iii) the Company has provided irrevocable written notice to Parent that (A) all of the conditions to Parent’s obligations to consummate the Merger have been and continue to be satisfied or waived, and (B) the Company is ready, willing and able to consummate the Closing, and (iv) at all times during the three (3) business day period following the delivery of the written notice referenced in (iii) above, the Company stood ready, willing and able to consummate the Closing, provided, however, that the Company will not have the right to terminate the Merger Agreement and collect the Parent Termination Fee if the Company is then in material breach of any of its representations, warranties, covenants or agreements in the Merger Agreement.

Representations, Warranties and Covenants

The Company, Parent and Merger Sub each made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants by the Company to, subject to certain exceptions, conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the consummation of the Merger.

* * *

A copy of the Merger Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or any of their respective

subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Merger Agreement; and may be subject to standards of materiality applicable to contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Parent’s public disclosures. The holders of Company Common Stock and other investors are not third-party beneficiaries under the Merger Agreement.

The foregoing description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

OnIn ~~August~~addition ~~17,~~to ~~2018,~~ the ~~Company~~litigation ~~and~~in ~~Parent~~respect ~~issued~~of athe ~~joint~~Merger ~~press~~previously ~~release~~disclosed ~~announcing~~on ~~the~~pages 84-85 ~~execution~~ of the ~~Merger~~Proxy ~~Agreement~~Statement, atwo ~~copy~~additional oflawsuits ~~which~~were ~~has~~commenced ~~been~~by ~~filed~~purported asstockholders ~~Exhibit~~of ~~99.1~~the toCompany ~~this~~against ~~Current~~the ~~Report~~Company onand ~~Form~~the 8director-Kdefendants ~~and~~named istherein ~~incorporated~~in byconnection ~~reference~~with inthe ~~this~~proposed ~~Item~~Merger 8following the filing of the Proxy Statement (collectively, the “Litigation”).~~01.~~

~~Forward~~The first action, a putative class action captioned Jo-~~Looking~~Ann ~~Statements~~Calcagno, Individually and on Behalf of All Others Similarly Situated, v. Zoe’s Kitchen, Inc., Greg Dollarhyde, Thomas Baldwin, Sue Collyns, Cordia Harrington, Kevin Miles, and Alec Taylor, Case No. 1:18-cv-01571-MN, was filed in the United States District Court for the District of Delaware on October 11, 2018.

~~This~~The ~~Current~~complaint ~~Report~~alleges onclaims ~~Form~~under ~~8-K~~Sections 14(a) and ~~includes forward-looking statements within the meaning of~~ Section ~~27A~~ 20(a) of the ~~Securities~~Exchange Act ~~of 1933~~, as15 U.S.C. ~~amended~~§§ 78n(a) and 78t(a), and ~~Section~~SEC ~~21E of the Securities Exchange Act of 1934~~Rule 14a-9, ~~as amended~~17 C. ~~These~~F.R. ~~forward~~§ 240.14a-~~looking statements include~~9, ~~but~~against ~~are not limited to, statements regarding~~ the ~~Company’s~~defendants ~~proposed~~in ~~Merger~~connection ~~transaction~~ with ~~Parent,~~ the ~~financing of the~~ proposed Merger transaction, all discussions, expressed or implied, all statements regarding the Company’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. ~~All~~The ~~statements~~complaint inalleges ~~this Report~~ that ~~are~~the ~~not~~Proxy ~~historical~~Statement ~~facts~~omitted ~~are~~certain ~~forward-looking~~material ~~statements~~information ~~that~~relating ~~reflect~~to the ~~best~~Proposed ~~judgment~~Transaction, ~~of the Company based upon currently available information.~~including,

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and2

among other things, (i) certain details relating to the financial analyses and valuation methodologies used by Piper Jaffray in connection with its fairness opinion, (ii) certain provisions of the confidentiality agreements entered into by the Company and (iii) the fact that Ron Shaich will serve as Chairman of the combined company.

The complaint seeks (i) to enjoin the defendants from proceeding with, and consummating, or closing the Proposed Transaction, (ii) in the event the defendants consummate the Proposed Transaction, to rescind it and set it aside or award rescissory damages, (iii) to direct the defendants to file a proxy statement that states all material facts required in it or necessary to make the statements contained therein not misleading, (iv) to declare that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and (v) the award of unspecified costs, including reasonable attorneys’ and experts’ fees, to the plaintiff.

The second action, a putative class action captioned Jason Connole, Individually and on Behalf of All Others Similarly Situated, v. Zoe’s Kitchen, Inc., Greg Dollarhyde, Kevin Miles, Thomas Baldwin, Sue Collyns, Cordia Harrington and Alec Taylor, Case No. 1:99-mc-09999, was filed in the United States District Court for the District of Delaware on October 12, 2018.

The complaint alleges claims under Sections 14(a) and Section 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a) and 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, against the defendants in connection with the proposed Merger. The complaint alleges that the Proxy Statement omitted or misrepresents certain material information, including, among other things, certain information relating to (i) potential conflicts of interest faced by Company insiders and Piper Jaffray, (ii) the background process leading to the Proposed Transaction and (iii) certain details concerning the financial analyses and valuation methodologies used by Piper Jaffray in connection with its fairness opinion.

The complaint seeks (i) to preliminarily and permanently enjoin the defendants from proceeding with, consummating, or closing the Proposed Transaction, unless and until the defendants disclose the information allegedly omitted from the Proxy Statement, (ii) in the event the defendants consummate the Proposed Transaction, to rescind it and set it aside or award rescissory damages, (iii) to declare that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and (iv) the award of unspecified costs, including reasonable attorneys’ and experts’ fees, to the plaintiff.

The Company believes that plaintiffs’ claims and allegations in the Litigation are entirely without merit and that no additional disclosure is required to supplement, amend or update any of the disclosures contained in the Proxy Statement previously disseminated to holders of record of the Company’s common stock, and that the disclosures contained in the previously disseminated Proxy Statement are legally sufficient to enable such holders to make a fully informed voting decision whether to adopt the Merger Agreement at the special meeting. Accordingly, while the Company believes that the disclosures set forth in the Proxy Statement previously disseminated to holders of record of the Company’s common stock comply fully with all applicable federal and state disclosure laws, in order to avoid the administrative nuisance, potential defense costs and possible transaction delays inherent in the defense of any litigation, the Company is hereby voluntarily including in the Proxy Statement the additional disclosures set forth below to render moot plaintiffs’ claims and allegations (the “Company’s voluntary additional disclosures”).

The inclusion in the Proxy Statement of the Company’s voluntary additional disclosures made herein is neither intended nor shall be deemed to constitute any admission by the Company or the other defendants named in the Litigation that any of such disclosures are material or otherwise required under any applicable federal or state laws. To the contrary, the Company specifically denies, in respect of plaintiffs’ claims and allegations in the Litigation, that any additional disclosure was or is required in the Proxy Statement.

All page references contained herein are to pages in the Proxy Statement previously disseminated to holders of record of the Company’s common stock.

ADDITIONAL DISCLOSURES TO PROXY STATEMENT RELATED TO

COMPANY STOCKHOLDER ACTIONS

Background of the Merger

The following disclosures are made in addition to the disclosures in the section of the Proxy Statement titled “The Merger (Proposal 1)—Background of the Merger” beginning on page 32:

Disclosures relating to the non-disclosure / standstill agreements entered into during the September 2017 — March 2018 market check (the “pre-signing market check period”) (page 33)

Three of the 23 non-disclosure /standstill agreements entered into by the Company with potential strategic and financial buyer and business combination candidates (“Candidates”) during the pre-signing market check period (the “Pre-Merger Agreement NDAs”) contained so-called “don’t-ask-don’t-waive” covenants (“D-A-D-W Covenants”) that did not automatically terminate following the execution of the Merger Agreement on August 16, 2018. Accordingly, such D-A-D-W Covenants, in accordance with their terms, restricted such three Candidates from requesting the Company to amend or waive the standstill provisions in the Pre-Merger Agreement NDAs during the applicable standstill periods. None of these three Candidates ever submitted a proposal or expression of interest to the Company regarding any acquisition or business combination transaction during the pre-signing market check period. Each of such three Candidates was, however, contacted and actively solicited by Piper Jaffray, as instructed by the Board, during the 35-day “go-shop” period following the execution of the Merger Agreement and was invited to submit a proposal for an acquisition of or business combination with the Company. Two of these three Candidates declined to participate in the go-shop process and, therefore, never submitted to the Company any acquisition or business combination proposal. One of such Candidates did participate in the go-shop process but ultimately declined to submit any acquisition or business combination proposal.

Disclosures relating to the role of Misada Capital Flagship Fund LP in the Proposed Transaction (page 37)

During the negotiation of the Proposed Transaction and the period leading to the execution of the Merger Agreement on August 16, 2018, Mr. Shaich owned, and as of the date hereof Mr. Shaich continues to own, passive limited partnership interests in Misada Capital Flagship Fund LP (“Misada”), the Company’s largest stockholder. Also, during such period,

Misada publicly reported that it beneficially owned 16.8% of the Company’s common stock. Mr. Shaich informed the Company during such period, and has subsequently confirmed to the Company, that he has no voting or dispositive authority with respect to any shares of the Company’s common stock beneficially owned by Misada. Moreover, to the Company’s knowledge, during such period, Mr. Shaich did not otherwise, directly or indirectly, own beneficially or of record any shares of the Company’s common stock (or any rights thereto or interests therein). Mr. Shaich has never been named as a reporting person in any of Misada’s Schedule 13G filings with the SEC under the Exchange Act, and Mr. Shaich has never filed with the SEC a Schedule 13D or Schedule 13G, or any report pursuant to Section 16(a) of the Exchange Act, with respect to any beneficial ownership of, or any pecuniary interest in, any shares of the Company’s common stock.

At no time preceding the execution of the Merger Agreement on August 16, 2018 did Misada or any of its principals, employees or representatives participate in any negotiations, discussions or meetings, or otherwise submit to the Company or its representatives any correspondences or other communications (substantive or otherwise), relating to the Merger Agreement or the Proposed Transaction.

Other additional disclosures

The Company has been informed by Parent that it is currently contemplated that Mr. Shaich will serve as Chairman of the Board of Parent following the completion of the Merger.

Prior to the execution of the Merger Agreement on August 16, 2018, there were no discussions among the parties to the Merger Agreement regarding any post-closing employment, retention, equity participation, bonus or other agreements or arrangements with respect to any of the Company’s named executive officers.

Opinion of Piper Jaffray & Co.

The following disclosures are made in addition to the disclosures in the section of the Proxy Statement entitled “The Merger (Proposal 1)—Opinion of Piper Jaffray & Co.” beginning on page 64:

The following disclosures replace the third and fourth full paragraphs on page 67:

For the selected public companies analysis, Piper Jaffray calculated the following valuation multiples for the Company, including as implied by the Merger Consideration, and the selected companies:

· Enterprise value (which is defined as fully diluted equity value, based on closing prices per share on August 16, 2018, plus total debt, preferred equity and noncontrolling interests (as applicable) less total cash and cash equivalents) as a multiple of earnings before interest, taxes, depreciation and amortization and publicly disclosed non-recurring adjustments, referred to as “EBITDA” (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for the last twelve months (“LTM”);

· Enterprise value as a multiple of EBITDA (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for estimated calendar year 2018 (“CY 2018E”); and

· Enterprise value as a multiple of EBITDA (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for estimated calendar year 2019 (“CY 2019E”).

Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information as of the applicable announcement dates of such transactions. Financial data of the Company were based on publicly available information and the Company Projections furnished to Piper Jaffray by the Company.

The following table sets forth the EBITDA multiples Piper Jaffray calculated for each selected company:

Company	EV / LTM EBITDA	EV / CY 2018E EBITDA	EV / CY 2019E EBITDA
Starbucks Corporation	13.6x	13.5x	12.8x
Chipotle Mexican Grill, Inc.	26.7x	25.9x	21.2x
Shake Shack Inc.	32.5x	32.4x	25.2x
Fiesta Restaurant Group, Inc.	15.6x	12.3x	10.9x
Bojangles’, Inc.	9.8x	9.8x	9.8x
Del Taco Restaurants, Inc.	10.4x	9.1x	8.5x
Noodles & Company	16.8x	16.6x	14.4x
El Pollo Loco Holdings, Inc.	9.4x	9.5x	9.1x
Potbelly Corporation	8.8x	8.6x	8.0x
The Habit Restaurants, Inc.	12.5x	10.4x	9.3x

The following disclosure replaces the third table on page 68:

Target	Acquiror	EV / LTM EBITDA
Jamba	FOCUS Brands	15.1x
Fogo de Chão	Rhône Capital	10.2x
Qdoba Restaurant Corporation	Apollo Global Management	5.3x
Buffalo Wild Wings	Arby’s Restaurant Group	10.8x
Cafe Rio Mexican Grill	Freeman Spogli & Co.	13.2x
Panera Bread Company	JAB Holding Company	18.2x
Checkers & Rally’s Restaurants	Oak Hill Capital Partners	11.0x
Popeyes Louisiana Kitchen	Restaurant Brands International	20.9x
Kahala Brands	MTY Food Group	10.5x
Krispy Kreme Doughnuts	JAB Holding Company	16.9x
Del Taco Holdings	Levy Acquisition Corp.	8.2x
Einstein Noah Restaurant Group	JAB Holding Company	10.1x
Tim Hortons	Burger King Worldwide	16.1x
Portillo Restaurant Group	Berkshire Partners	13.3x
CEC Entertainment	Apollo Global Management	7.8x
Caribou Coffee Company	JAB Holding Company	11.4x

The following disclosure replaces the fourth full paragraphs on page 69:

Premiums Paid Analysis. Piper Jaffray reviewed publicly available information for selected completed or pending precedent transactions to determine the premiums paid in the transactions over recent trading prices of the target companies prior to announcement of the transaction (which represent undisturbed trading prices to the extent publicly available and applicable). Piper Jaffray selected these transactions from the SEC database and applied, among others, the following criteria:

· companies operating in the broader U.S. consumer industry, including apparel, consumer products, consumer services, food & beverage, restaurants and retail; and

· transactions that were announced between January 1, 2015 and the date of Piper Jaffray’s opinion and subsequently closed or were pending.

Piper Jaffray performed premiums paid analyses on 48 transactions that satisfied these criteria. Piper Jaffray calculated, for this period, the premia represented by the prices per share paid in these transactions relative to the target companies’ closing prices per share (x) one-day, (y) 30-days, and (z) 60-days prior to announcement (which represented undisturbed trading prices to the extent publicly available and applicable). The overall low to high acquisition premia observed for these transactions were —12.8% to 115.2% (with a median of 27.3%) for the one-day premia, —16.7% to 114.7% (with a median of 28.7%) for the 30-day premia, and —12.8% to 112.4% (with a median of 28.4%) for the 60-day premia.

The following table sets forth the offer price premiums Piper Jaffray calculated for each selected historical transaction:

include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause its actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”).

Target	Acquiror	Offer Price Premium to 1-Day Spot Price		Offer Price Premium to 30-Day Spot Price		Offer Price Premium to 60-Day Spot Price
Jamba, Inc.	FOCUS Brands Inc.	16.3	%	19.0	%	27.7	%
Supervalu Inc.	United Natural Foods, Inc.	67.1	%	52.7	%	80.9	%
Pinnacle Foods Inc.	Conagra Brands, Inc.	5.3	%	8.2	%	12.2	%
Perry Ellis International, Inc.	Feldenkreis Holdings LLC	21.6	%	8.4	%	13.8	%
Bravo Brio Restaurant Group, Inc.	Spice Private Equity AG	37.3	%	62.0	%	88.4	%
Blue Buffalo Pet Products	General Mills, Inc.	17.2	%	20.9	%	23.0	%
Fogo de Chão, Inc.	Rhone Capital, LLC	25.5	%	14.5	%	33.5	%
Snyder’s-Lance, Inc.	Campbell Soup Company	26.9	%	40.6	%	28.4	%
Buffalo Wild Wings Inc.	Arby’s Restaurant Group Inc	32.1	%	53.4	%	50.5	%
Amplify Snack Brands Inc.	Hershey Co.	71.4	%	114.7	%	62.2	%
Bob Evans Farms Inc.	Post Holdings Inc.	5.6	%	16.7	%	14.7	%
HSN Inc.	Liberty Interactive Corp.	28.9	%	26.1	%	13.7	%
Ruby Tuesday, Inc.	NRD Capital Management	37.1	%	25.0	%	10.6	%
Inventure Foods Inc.	Utz Quality Foods Inc.	-10.3	%	-16.7	%	15.3	%
Cabelas Inc.	Bass Pro Group LLC	31.1	%	55.3	%	39.4	%
West Marine Inc.	Monomoy Capital Partners Llc	33.7	%	33.0	%	18.3	%
Staples Inc.	Sycamore Partners LLC	18.4	%	14.0	%	13.5	%
Whole Foods Market Inc.	Amazon.Com Inc.	27.0	%	16.5	%	21.7	%
Nutraceutical International Corporation	HGGC, LLC	49.3	%	39.8	%	31.4	%
Panera Bread Co.	JAB Holdings	20.3	%	37.5	%	49.1	%
Kate Spade & Co.	Coach Inc.	27.5	%	17.5	%	13.4	%
Mead Johnson Nutrition Co.	Reckitt Benckiser Group PLC	27.7	%	27.2	%	26.4	%

Risks and uncertainties related to the proposed Merger include, but are not limited to, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger, uncertainties as to the timing of the Merger, adverse effects on the Company’s stock price resulting from the announcement of the Merger or the failure of the Merger to be completed, competitive responses to the announcement of the Merger, the risk that regulatory, licensure or other approvals required for the consummation of the Merger are not obtained or are obtained subject to terms and conditions that are not anticipated, litigation relating to the Merger, the inability to retain key personnel, and any changes in general economic and/or industry-specific conditions.

In addition to the factors set forth above, other factors that may affect the Company’s plans, results or stock price are set forth in its most recent Annual Report on Form 10-K and in its subsequently filed reports on Forms 10-Q and 8-K.

Many of these factors are beyond the Company’s control. The Company cautions investors that any forward-looking statements made by it are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

Additional Information and Where to Find It

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the Proxy Statement (as defined below) or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed Merger. This communication may be deemed to be solicitation material in respect of the proposed Merger. In connection with the Merger, the Company will prepare and mail a definitive proxy statement (the “Proxy Statement”) to its stockholders entitled to vote at the special meeting of stockholders relating to the proposed Merger, along with a proxy card. Relevant materials, including the Proxy Statement will be filed with or furnished to the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. In addition to receiving the Proxy Statement by mail, stockholders also will be able to obtain the Proxy Statement, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC’s website (http://www.sec.gov). In addition, these

documents can be obtained, without charge, by sending a written request to Zoe’s Kitchen, Inc., 5760 State Highway, Suite 250, Plano, Texas 75024, Attention: Michael Todd, or by calling (214) 436-8765.

AdvancePierre Foods Hldg Inc.	Tyson Foods Inc.	31.8	%	36.8	%	42.8	%
The WhiteWave Foods Co.	Danone SA	18.6	%	21.7	%	37.2	%
Popeyes Louisiana Kitchen Inc.	Restaurant Brands Intl Inc.	19.5	%	26.5	%	28.2	%
Golden Enterprises Inc.	Utz Quality Foods Inc.	61.1	%	78.8	%	112.4	%
Outerwall Inc.	Apollo Global Management LLC	51.2	%	94.6	%	72.1	%
Mattress Firm Holding Corp.	Steinhoff Intl Hldg NV	115.2	%	104.3	%	88.0	%
Elizabeth Arden Inc.	Revlon Inc.	50.1	%	57.3	%	43.0	%
Cash America International Inc.	First Cash Finl Services Inc.	0.5	%	4.9	%	20.4	%
Tumi Holdings Inc.	Samsonite International SA	32.9	%	51.0	%	60.9	%
Krispy Kreme Doughnuts Inc.	JAB Beech Inc.	24.6	%	31.7	%	40.1	%
Fresh Market Inc.	Apollo Global Management LLC	53.4	%	30.3	%	18.8	%
Jarden Corp.	Newell Rubbermaid Inc.	14.0	%	31.6	%	20.4	%
Keurig Green Mountain Inc.	JAB Holdings	77.9	%	74.6	%	59.0	%
Diamond Foods Inc.	Snyder’s-Lance Inc.	16.0	%	26.6	%	35.9	%
The PEP Boys-Manny Moe & Jack	Icahn Enterprises LP	17.9	%	23.3	%	44.9	%
Boulder Brands Inc.	Pinnacle Foods Inc.	9.2	%	25.3	%	28.4	%
Roundy’s Inc.	Kroger Co.	65.1	%	36.4	%	35.8	%
Belk Inc.	Sycamore Partners LLC	-12.8	%	-12.8	%	-12.8	%
Books-A-Million Inc.	Anderson Family	91.2	%	86.8	%	75.7	%
Zulily Inc.	Liberty Interactive Corp.	49.2	%	34.6	%	25.3	%
Frisch’s Restaurants Inc.	NRD Capital Management	20.9	%	21.1	%	24.8	%
ANN Inc.	Ascena Retail Group Inc.	21.4	%	21.8	%	15.2	%
Kraft Foods Group Inc.	HJ Heinz Co.	24.7	%	19.6	%	14.7	%
Dover Saddlery Inc.	Webster Capital Management LLC	70.0	%	84.8	%	78.9	%

Life Time Fitness, Inc.		Leonard Green & Partners, L.P.		73.3	%	74.7	%	51.2	%
Norcraft Cos Inc.		Fortune Brands Home & Sec Inc.		11.4	%	23.7	%	25.4	%

This analysis indicated the following approximate implied equity value per share reference ranges for the Company, as compared to the Merger Consideration:

	Implied Equity Value per Share Reference Ranges
Merger Consideration	One-Day Premia	30-Day Premia	60-Day Premia

$12.75	$8.33 - $20.57	$8.54 - $22.00	$7.84 - $19.10

Additional Information and Where to Find It

In connection with the proposed Merger, the Company filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”) on October 9, 2018, and has mailed the Proxy Statement and proxy card to the Company’s stockholders, and has filed and may file with the SEC other relevant documents relating to the Proposed Transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN, AS THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. In addition to receiving the Proxy Statement by mail, stockholders can also obtain the Proxy Statement, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC’s website (http://www.sec.gov). In addition, these documents can be obtained, without charge, by sending a written request to Zoe’s Kitchen, Inc., 5760 State Highway, Suite 250, Plano, Texas 75024, Attention: Michael Todd, or by calling (214) 436-8765.

Participants in Solicitation

The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from stockholders with respect to the Merger and the other transactions contemplated by the Merger Agreement. Information regarding the persons or entities ~~who~~that may be considered “participants” in the solicitation of ~~proxies~~relating ~~will~~to bethe Merger is set forth in the Proxy Statement ~~relating~~and toin ~~the~~other ~~Merger,~~documents ~~when~~filed ~~each~~by isthe ~~filed~~Company with the SEC. Other ~~Information~~information regarding the ~~directors~~participants ~~and executive officers of the Company is set forth~~ in the ~~Company’s~~proxy ~~2017~~solicitation ~~Annual~~and ~~Report~~a ondescription ~~Form~~of ~~10-K,~~their ~~which was filed with the SEC on February 22, 2018. Additional information regarding the~~ direct and indirect interests, ofby ~~such~~security ~~potential~~holdings ~~participants~~or ~~will~~otherwise, beis ~~included~~contained in the Proxy Statement and ~~the~~may be contained in other relevant ~~documents~~materials filed with the SEC in ~~connection~~respect ~~with~~of the ~~Merger~~Proposed ~~and the other transactions contemplated by the Merger Agreement when they become available~~Transaction.

~~Item 9.01 Financial Statements and Exhibits.~~10

~~(d)~~Forward-Looking ~~Exhibits~~Statements

Exhibit
Number		Description
2.1*		Agreement and Plan of Merger, dated as of August 16, 2018, by and among Zoe’s Kitchen, Inc., Cava Group, Inc. and Pita Merger Sub, Inc.
99.1		Press release dated August 17, 2018

Certain statements contained in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the Proposed Transaction, the benefits of the Proposed Transaction, and the anticipated timing and consummation of the proposed Merger. Forward-looking statements can be generally identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue,” “will,” “could,” “should,” or the negative thereof or variations thereon or similar terminology. These statements reflect only the Company’s current expectations and are not guarantees of future performance or results. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. Specific factors that could cause actual results to differ from results contemplated by forward-looking statements include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; unknown, underestimated or undisclosed commitments or liabilities; the inability to complete the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks regarding the failure of Parent to obtain the necessary equity financing to complete the Merger; risks relating to operations of the business and financial results of the Company if the Merger Agreement is terminated; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement, pendency or consummation of the Merger on the Company’s relationships with third parties, including our employees, franchisees, customers, suppliers, business partners and vendors, which make it more difficult to maintain business and operations relationships, and negatively impact the operating results of the Company; the risk that certain approvals or consents will not be received in a timely manner or that the Merger will not be consummated in a timely manner; the risk of exceeding the expected costs of the Merger; adverse changes in U.S. and non-U.S. governmental laws and regulations; adverse developments in the Company’s relationships with its employees, customers, suppliers, business partners and vendors; capital market conditions, including availability of funding sources for the Company and Parent; changes in the Company’s credit ratings; risks related to not being able to refinance our indebtedness; the risk of litigation, including stockholder litigation in connection with the Proposed Transaction, and the impact of any adverse legal judgments, fines, penalties, injunctions or settlements; and volatility in the market price of the Company’s common stock. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. The Company assumes no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law. For additional discussion of potential risks and uncertainties that could impact the Company’s results of operations or financial position, refer to Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2017 and Part II, Item 1A. Risk Factors in the Company’s Quarterly Reports on Form 10-Q for the quarters ended April 16, 2018 and July 9, 2018.

* The exhibits and schedules to the Agreement and Plan of Merger have been omitted from this Current Report on Form 8-K pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the SEC upon request.11

9SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

October 29, 2018	ZOE’S KITCHEN, INC.

	By:	/s/ Kevin Miles
	Name: Kevin Miles
	Title: President and Chief Executive Officer

~~ZOE’S KITCHEN, INC. By: /s/ Kevin Miles Name: Kevin Miles Title: President and Chief Executive Officer~~12

August 20, 2018

Filing Compare · Zoe's Kitchen, Inc.