SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 3, 1999;
or
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
____________________ to __________________________.
Commission file number 1-13044
COOKER RESTAURANT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 62-1292102
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5500 Village Boulevard, West Palm Beach, Florida 33407
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 615-6000
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Exchange on Which Registered
- ------------------- ------------------------------------
Common Shares, without par value The New York Stock Exchange
Rights to Purchase Class A Junior Trades with the Common Shares
Participating Preferred Share,
without par value
Securities registered under Section 12(g):
6-3/4% Convertible Subordinated Debentures Due 2002
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant based on the last sale price for such stock at November
15, 1999, was $14,630,000.
The number of shares outstanding of each of the registrant's classes of
common stock, as of November 15, 1999 was 5,986,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
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Cooker Restaurant Corporation hereby files this Amendment No.
2 on Form 10-K/A to amend and supplement Part III, Item 11 of its
Annual Report on Form 10-K for the year ending January 3, 1999 and
its Amendment No. 1 on Form 10-K/A for the year ending January 3,
1999. This Amendment No. 2 to the Registrant's Form 10-K/A is
being filed to provide information concerning the cancellation and
reissuance of certain options which was inadvertently omitted from
Registrant's Form 10-K and Amendment No. 1 to the Form 10-K. It is
intended to supplement and not supersede the information previously
provided in Part III, Item 11.
PART III
Item 11.
Stock Option Cancellation and Reissuance
On December 14, 1998, the Company offered certain holders of
stock options, including certain executive officers, the
opportunity to cancel their outstanding stock options in exchange
for the issuance of replacement stock options. The exercise price
on the newly issued stock options was set at the fair market value
of the Company's Common Stock at the close of business on December
14, 1998, which price was lower than the exercise price of the
canceled options. This action was taken in order to provide an
appropriate incentive to these individuals. As a result of the
stock option cancellations and reissuances, 880,000 outstanding
options were cancelled and 568,000 options were reissued.
The following table sets forth certain information concerning
the cancellation and reissuance of stock options to executive
officers of the Company on December 14, 1998, and within the
previous ten years.(1)
TEN-YEAR OPTION/SAR REPRICINGS(2)
Length of Original
Number of Option Term
Securities Remaining at Date
Underlying Market Price of Exercise Price of Repricing or
Options/SARs Stock at Time of at Time of New Amendment
Repriced or Repricing or Repricing or Exercise (yrs/mos.)
Name Date(3) Amended Amendment($) Amendment($) Price($)
- ------------------ -------- ------------ ---------------- -------------- -------- ----------------
Arthur Seelbinder 11/14/94 90,000 $6.500 $11.185 $6.500 6 yrs. 5 mos.
Chairman and Chief 11/14/94 125,000 $6.500 $21.750 $6.500 7 yrs. 8 mos.
Executive Officer 11/14/94 125,000 $6.500 $21.750 $6.500 8 yrs. 8 mos.
12/14/98 75,000 $5.500 $11.625 $5.500 7 yrs. 2 mos.
12/14/98 60,000 $5.500 $10.875 $5.500 8 yrs. 1 mos.
12/14/98 100,000 $5.500 $11.500 $5.500 8 yrs. 3 mos.
12/14/98 60,000 $5.500 $ 8.500 $5.500 9 yrs. 2 mos.
12/14/98 50,000 $5.500 $12.125 $5.500 9 yrs. 4 mos.
-------
685,000
Phil Pritchard 12/14/98 150,000 $5.500 $11.625 $5.500 7 yrs. 2 mos.
President 12/14/98 42,000 $5.500 $10.875 $5.500 8 yrs. 1 mos.
12/14/98 42,000 $5.500 $ 8.500 $5.500 9 yrs. 2 mos.
-------
234,000
2
Length of Original
Number of Option Term
Securities Remaining at Date
Underlying Market Price of Exercise Price of Repricing or
Options/SARs Stock at Time of at Time of New Amendment
Repriced or Repricing or Repricing or Exercise (yrs/mos.)
Name Date(3) Amended Amendment($) Amendment($) Price($)
- --------------- -------- ------------ ---------------- -------------- -------- ----------------
Glenn Cockburn 11/14/94 50,000 $6.500 $11.185 $6.500 6 yrs. 5 mos.
Senior Vice President 11/14/94 35,000 $6.500 $21.750 $6.500 7 yrs. 8 mos.
11/14/94 35,000 $6.500 $21.750 $6.500 8 yrs. 8 mos.
12/14/98 25,000 $5.500 $11.625 $5.500 7 yrs. 2 mos.
12/14/98 26,000 $5.500 $10.875 $5.500 8 yrs. 1 mos.
12/14/98 26,000 $5.500 $ 8.500 $5.500 9 yrs. 2 mos.
-------
197,000
Mark Mikosz 12/14/98 30,000 $5.500 $ 9.438 $5.500 9 yrs. 7 mos.
Vice President and
Chief Financial Officer
Margaret Epperson 12/14/98 2,000 $5.500 $11.625 $5.500 7 yrs. 2 mos.
Secretary and Treasurer 12/14/98 2,000 $5.500 $10.875 $5.500 8 yrs. 1 mos.
12/14/98 5,000 $5.500 $ 8.500 $5.500 9 yrs. 2 mos.
-------
9,000
(1) On November 14, 1994, options were re-issued to certain
holders of stock options in exchange for the surrender of
options issued on October 14, 1991, January 18, 1993, and
January 14, 1994.
(2) For an explanation of the 1998 cancellation and reissuance,
see "Report of the Compensation Committee Stock Option
Cancellation and Reissuance."
(3) The date reflects the date on which stock options to purchase
shares of Common Stock were canceled and the date on which
replacement stock options were issued.
REPORT OF THE COMPENSATION COMMITTEE
Compensation Committee Report concerning 1998 Stock Option
Cancellation and Reissuance
Pursuant to the 1988 and 1992 Plan(s), the Compensation
Committee had granted stock options to certain members of
management and other senior employees at exercise prices ranging
from $8.50 to $12.125 per share. After the decline in the market
price of the Company's Common Stock, the Compensation Committee
considered whether or not, in conjunction with the other forms of
compensation, the outstanding stock options were sufficient to
motivate and retain certain members of management and other senior
employees. The Compensation Committee concluded that the
outstanding options were insufficient to motivate and retain these
key employees and, therefore, the Compensation Committee issued new
option to certain employees in consideration of their agreement to
cancel their outstanding options. Accordingly, effective December
14, 1998, 880,000 options outstanding under the Plan(s) were
cancelled and 568,000 options were issued with an exercise price of
$5.500 per share, which was the closing market price per share of
common Stock on December 15, 1998. For information regarding the
stock options reissued to each named executive officer, see "Ten-
year Option/SAR Repricings."
David T. Kollat (Chairman)
Henry R. Hillenmeyer
David L. Hobson
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
COOKER RESTAURANT CORPORATION
(Registrant)
Date: November 15, 1999 By:/s/ Mark W. Mikosz
Mark W. Mikosz, Vice President,
Chief Financial Officer
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