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 (date of earliest event reported) January 11, 2000
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Cooker Restaurant Corporation
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(Exact name of registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation)
1-13044 62-1292102
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(Commission File Number) (IRS EmployerIdentification No.)
5500 Village Boulevard
West Palm Beach, FL 33407
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (561) 615-6000
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
ADOPTION OF PREFERRED SHARE PURCHASE RIGHTS
On January 11, 2000, the Board of Directors of Cooker Restaurant
Corporation (the "Company"), adopted a Preferred Share
Purchase Rights Plan (the "Rights Plan") and, in connection
therewith, declared a dividend distribution of one preferred share
purchase right ("Right") on each outstanding share of the Company's
common stock to shareholders of record at the close of business on
January 16, 2000.
Subject to the terms of the Rights Plan, each Right entitles
the registered holder to purchase from the Company one one-hundreth
of a share of the Company's Class A Junior Participating Preferred
Stock (the "Preferred Shares") (or in certain circumstances, cash,
property or other securities). Each Right has an initial exercise
price of $17.50 for one one-hundreth of a Preferred Share (subject
to adjustment). The Rights will be exercisable only if a person or
group acquires 15% or more of the Company's common stock or
announces a tender or exchange offer the consummation of which
would result in ownership by a person or group of 15% or more of
the common stock. Upon any such occurrence, each Right will
entitle its holder (other than such person or group of affiliated
or associated persons) to purchase, at the Right's then-current
exercise price, a number of the Company's common shares having a
market value of twice such price.
This description of the Rights Plan is not complete and is
qualified in its entirety by reference to the copy of the Rights
Plan attached as Exhibit 4.1 hereto and the Press Release (the
"Press Release") attached as Exhibit 99.1 hereto, which Exhibits
are both incorporated herein by reference.
On January 11, 2000, the Company elected Brad Saltz and D.
Shannon LeRoy to the Board of Directors to fill the vacancies on
the Board as stated in the Press Release.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
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4.1 Rights Agreement, dated as of January 16, 2000, between
the Registrant and First Union National Bank, as Rights
Agent, and the Exhibits thereto, including the form of
Rights Certificate attached as Exhibit B thereto and
the form of Summary of Rights attached as Exhibit C
thereto (incorporated by reference to Exhibit 2 of the
Registrant's Form 8-A filed with the Commission on
January 12, 2000; Commission File No. 1-13044).
99.1 Press Release, dated January 11, 2000, announcing the
Registrant's adoption of the Preferred Share Purchase
Rights Plan and newly elected directors to the Board
(incorporated by reference to Exhibit 3 of the
Registrant's Form 8-A filed with the Commission on
January 12, 2000; Commission File No. 1-13044).
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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.
COOKER RESTAURANT CORPORATION
By: /s/ Mark W. Mikosz
Mark W. Mikosz, Vice President
Dated: January 17, 2000 and Chief Financial Officer
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Exhibit Index
Exhibit No.
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4.1 Rights Agreement, dated as of January 16, 2000, between
the Registrant and First Union National Bank, as Rights
Agent, and the Exhibits thereto, including the form of
Rights Certificate attached as Exhibit B thereto and
the form of Summary of Rights attached as Exhibit C
thereto (incorporated by reference to Exhibit 2 of the
Registrant's Form 8-A filed with the Commission on
January 12, 2000; Commission File No. 1-13044).
99.1 Press Release, dated January 11, 2000, announcing the
Registrant's adoption of the Preferred Share Purchase
Rights Plan and newly elected directors to the Board
(incorporated by reference to Exhibit 3 of the
Registrant's Form 8-A filed with the Commission on
January 12, 2000; Commission File No. 1-13044).