SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 10, 1999
(Date of earliest event reported)
NATHAN'S FAMOUS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3189 11-3166443
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
1400 Old Country Road, Westbury, New York 11590
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (516) 338-8500
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________________________________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events
On December 8,1999, the Board of Directors of Nathan's Famous, Inc. (the
"Company") amended the terms of its outstanding Common Stock Purchase Rights
(the "Rights") effective December 10, 1999 to, among other things, reduce to 15%
the threshold at which the Rights become exercisable. On June 20, 1995, the
Board of Directors of the Company declared a dividend distribution of one Right
for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),
of the Company, and on each of July 14, 1995, April 6, 1998 and December 8,
1999, the Board of Directors of the Company amended the Rights Agreement (as
defined below). The distribution was paid on June 20, 1995 to the shareholders
of record on June 20, 1995. As amended, each Right entitles the registered
holder thereof to purchase from the Company one share of the Common Stock at a
price of $4.00 per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") acquired, or obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding shares of the Common Stock or (ii) ten business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement, or announcement of an intention to make a tender offer or exchange
offer by a person (other than the Company, any wholly- owned subsidiary of the
Company or certain employee benefit plans) which, if consummated, would result
in such person becoming an Acquiring Person (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Stock certificates outstanding as of June 20, 1995, by such
Common Stock certificate with a copy of a Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after June 20, 1995 upon transfer or new issuance of the
Common Stock will contain a notation incorporating the Rights Agreement by
reference. In certain circumstances, shares of Common Stock issued after the
Distribution Date will be accompanied by Rights. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any of the Common Stock certificates outstanding as of June 20, 1995, even
without a copy of the Summary of Rights attached thereto, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights. No less than one Right may be exercised at any one time by any holder of
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on June 19, 2005, unless earlier redeemed by the Company as described
below.
The Purchase Price payable, and the number of shares of the Common Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for shares of the Common Stock or convertible securities
at less than the current market price of the Common Stock or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends out of earnings or retained
earnings at a rate not in excess of 125% of the rate of the last cash dividend
theretofore paid or dividends payable in the Common Stock) or of subscription
rights or warrants (other than those referred to above).
In the event that after the Distribution Date the Company were acquired in
a merger or other business combination transaction or that 50% or more of its
assets or earning power were sold, proper provision is to be made so that each
holder of a Right, other than Rights that were or are beneficially owned by the
Acquiring Person (which will thereafter be void), shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value of twice the
Purchase Price of the Right. Prior to this amendment to the Rights Agreement,
the Rights were exercisable for that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of the Purchase Price of the Right. In the event that at any time any
person shall become an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights that were or are beneficially owned by
the Acquiring Person (which will thereafter be void), shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price,
one share for each Right or, if the market price is less than the Purchase
Price, that number of shares of the Common Stock which at the time of such
transaction would have a market value of the exercise price of the Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise. No less than a Right may
be exercised at any time and no Rights may be exercised that would entitle the
holder thereof to any fractional share greater than one-half of a share unless
concurrently therewith such holder purchases an additional fraction of a share
which, when added to the number of shares to be received upon such exercise,
equals an integral number of shares.
At any time prior to the time at which a person or group or affiliated or
associated persons has acquired beneficial ownership of 15% or more of the
outstanding shares of the Common Stock of the Company (the "Shares Acquisition
Date"), the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.001 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights, the Company shall make announcement thereof, and upon such
election, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price. In addition, the
Rights Agreement permits the Board of Directors, following the acquisition by a
person or group of beneficial ownership of 15% or more of the Common Stock (but
before an acquisition of 50% or more of the Common Stock), to exchange the
Rights (other than Rights owned by such 15% person or group), in whole or in
part, for Common Stock, at an exchange ratio of one share of Common Stock per
Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity or correct any defect or inconsistency
and by the Continuing Directors (as defined in the Rights Agreement), prior to
the Distribution Date, to make changes deemed to be in the best interests of the
holders of the Rights or, after the Distribution Date, to make such other
changes which do not adversely affect the interests of the holders of the Rights
(excluding the interests of any Acquiring Person and its Affiliates and
Associates).
As of December 8, 1999, there were 7,040,509 shares of Common Stock
outstanding and 2,743,863 shares reserved for issuance under the Company's stock
option plans and the exercise of the Company's outstanding warrants. So long as
the Rights are attached to the Common Stock (and, in certain circumstances,
after such time), the Company will issue one Right with each new share of Common
Stock so that all such shares will have attached Rights. 9,784,372 shares of
Common Stock have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person who attempts to acquire the Company without the
consent of the Board of Directors. The Rights will not affect a transaction
approved by the Company prior to the existence of an Acquiring Person, because
the Rights can be redeemed before the consummation of such transaction.
The Rights Agreement, as amended, is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4 Form of Third Amended and Restated Rights Agreement, dated as of
December 10, 1999, between Nathan's Famous, Inc. and American Stock
Transfer & Trust Company, as Rights Agent. This includes a form of
Right Certificate as Exhibit A.
20 Press Release dated December 10, 1999
SIGNATURE
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, thereunder duly authorized.
NATHAN'S FAMOUS, INC.
By: /s/ Wayne Norbitz
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Wayne Norbitz
President
Dated: December 10, 1999
EXHIBIT INDEX
Exhibit Description
4 Form of Third Amended and Restated Rights Agreement, dated as of
December 10, 1999 between Nathan's Famous, Inc. and American Stock
Transfer & Trust Company, as Rights Agent. This includes a form of
Right Certificate as Exhibit A.
20 Press Release dated December 10, 1999