Burger King 2006 Annual Report Download - page 40

150 holders of record of our common stock. From May 18, 2006 through June 30, 2006, our common stock
had a high trading price of $19.45 and a low trading price of $15.48. There were no repurchases of our
common stock by or on behalf of us during the fourth quarter of fiscal 2006 and we do not have a formal or
publicly announced stock repurchase program. The Bank of New York is the transfer agent and registrar of
our common stock.
Recent Sales of Unregistered Securities
In January 2006, the Company issued 46,212 shares of its common stock to a director of the Company for
an aggregate of $1,000,000 in a private placement. In addition, during the 2006 fiscal year the Company issued
an aggregate of 29,746 shares of common stock to certain employees in settlement of restricted stock unit
awards in consideration of services rendered. During the same period, the Company issued an aggregate of
1,247,789 shares of its common stock to employees pursuant to the exercise of outstanding options for an
aggregate of $6,089,377 in consideration of services rendered. These issuances were deemed exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act or
Rule 701 thereunder. In accordance with Rule 701, the shares were issued pursuant to a written compensatory
benefit plan and the issuances did not, during the fiscal year, exceed 15% of the outstanding shares of the
Company's common stock, calculated in accordance with the provisions of Rule 701.
Dividend Policy
On February 21, 2006, we paid an aggregate cash dividend of $367 million to holders of record of our
common stock on February 9, 2006. We currently do not plan to declare further dividends on shares of our
common stock in the near future. We intend to retain our future earnings for use in the operation and
expansion of our business.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents information regarding options outstanding under our compensation plans as
of June 30, 2006.
Number of Securities
to be Issued Upon Weighted-Average
Exercise of Exercise Price of Number of Securities
Outstanding Options, Outstanding Options, Remaining Available
Warrants and Rights Warrants and Rights for Future Issuance
(a) (b) (c)
Plan Category
Equity Compensation Plans
Approved by Security Holders:
Burger King Holdings, Inc. 2006
Omnibus Incentive Plan ÏÏÏÏÏÏÏÏ 226,634 $17.13 6,886,808
Burger King Holdings, Inc.
Amended and Restated Equity
Incentive Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8,138,991 $ 7.62 5,545,427
Equity Compensation Plans Not
Approved by Security Holders ÏÏÏ Ì Ì
TOTAL ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8,365,625 $ 7.88 12,432,235
Use of Proceeds from Sale of Registered Securities
On May 18, 2006, we commenced our initial public offering of our common stock, par value of $0.01,
pursuant to our Registration Statement on Form S-1, as amended (Reg. No. 333-131897) that was declared
effective on May 17, 2006. We registered 28,750,000 shares of Common Stock at a maximum offering price of
$488.8 million pursuant to the registration statement, all of which were sold in the offering at a per share price
of $17.00 for an aggregate offering price of $488.8 million. The selling shareholders sold 3,750,000 shares and
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