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): December 21, 2007 (December 21, 2007)
O’CHARLEY’S INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Tennessee | | 0-18629 | | 62-1192475 |
| | | | | |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | |
3038 Sidco Drive
Nashville, Tennessee | |
37204 |
| | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
(615) 256-8500
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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) |
| | |
| þ | | 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 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE
EX-99.2 MEMORANDUM TO EMPLOYEES
Item 8.01. Other Events
On December 21, 2007 O’Charley’s Inc. (the “Company”) issued a press release in connection with a shareholder’s announcement that it intends to nominate individuals to the Company’s Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.1.
On December 21, 2007, the Company also a delivered a memorandum to its employees. A copy of the memorandum is furnished herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | |
| | | | 99.1 | | | Press Release dated December 21, 2007. |
| | | | 99.2 | | | Memorandum to Employees dated December 21, 2007. |
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.
| |
| | By: | /s/ Lawrence E. Hyatt | |
| | | Lawrence E. Hyatt | |
| | | Chief Financial Officer, Secretary and Treasurer | |
| |
Date: December 21, 2007
EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Description |
| 99.1 | | Press Release dated December 21, 2007. |
| 99.2 | | Memorandum to Employees dated December 21, 2007. |
