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 of report (Date of earliest event reported): October 27, 2005 (October 25, 2005)
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| O’CHARLEY’S INC. |
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| (Exact Name of Registrant as Specified in Charter) |
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| Tennessee | | 0-18629 | | 62-1192475 |
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| (State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
| of Incorporation) | | File Number) | | Identification No.) |
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| 3038 Sidco Drive | | |
| Nashville, Tennessee | | 37204 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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| (615) 256-8500 |
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| (Registrant’s Telephone Number, Including Area Code) |
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| Not Applicable |
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| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On October 27, 2005, O’Charley’s Inc. issued a press release announcing its 2005 third fiscal quarter earnings results. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 2.06. Material Impairments
On October 25, 2005, the Board of Directors concluded that an impairment charge was required under generally accepted accounting principles relating to (i) its approval of a plan to close six under-performing O’Charley’s restaurants by the end of the year and to sell a corporate aircraft, (ii) two O’Charley’s restaurants that will remain open and (iii) one restaurant that was destroyed by Hurricane Katrina. The total impairment charge related to these matters is $7.1 million, or $0.20 per diluted share, which will be reflected in the Company’s consolidated statement of earnings for the 12 weeks ended October 2, 2005.
Item 7.01. Regulation FD Disclosure
On October 27, 2005, O’Charley’s Inc. issued a press release announcing its 2005 third fiscal quarter earnings results. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release dated October 27, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | O’CHARLEY’S INC.
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| | By: | /s/ Lawrence E. Hyatt | |
| | | Lawrence E. Hyatt | |
| | | Chief Financial Officer, Secretary and Treasurer |
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Date: October 27, 2005
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EXHIBIT INDEX
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| Exhibit | | |
Number
| | Description
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| 99.1 | | Press Release dated October 27, 2005 |
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