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): September 30, 2002
DAVE & BUSTER'S INC.
(Exact name of registrant as specified in its charter)
<Table>
MISSOURI 0000943823 43-1532756
(State of (Commission File (IRS Employer
incorporation) Number) Identification Number)
</Table>
2481 MANANA DRIVE
DALLAS TX 75220
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 214 357-9588
ITEM 5. OTHER EVENTS.
Dave & Buster's, Inc. (the "Company") previously announced that the
Company, D&B Holdings I, Inc. ("Holdings") and D&B Acquisition, Sub, Inc., a
wholly-owned subsidiary of Holdings ("Acquisition") entered into a definitive
merger agreement dated as of May 30, 2002, providing for the merger of the
Company and Acquisition whereby the Company will become a wholly-owned
subsidiary of Holdings. Holdings has been formed by a group consisting of the
founders and certain members of senior executive management of the Company
together with Investcorp, a global investment group and international investors
organized by Investcorp. Pursuant to the merger agreement, as amended, each of
the outstanding shares of common stock of the Company will, by virtue of the
merger, be converted into the right to receive $13.50 in cash. Consummation of
the merger is conditioned upon the approval of the Company's stockholders,
certain regulatory approvals, and other customary conditions.
On September 30, 2002, the Company, Holdings and Acquisition entered
into a second amendment to the merger agreement which extended the termination
deadline from October 31, 2002 to November 27, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following are filed as Exhibits to this Report.
2.1 Second Amendment to Agreement and Plan of Merger by and among
Dave & Buster's Inc., D&B Holdings I, Inc. and D&B
Acquisition, Sub, Inc., dated as of September 30, 2002.
99.1 Dave & Buster's, Inc. Press Release dated September 30, 2002,
announcing the second amendment to the merger agreement.
2
ITEM 9. REGULATION FD DISCLOSURE.
On September 30, 2002, Dave & Buster's Inc. issued a news release
announcing that it had entered into a second amendment to the definitive merger
agreement whereby a group led by its founders and certain executive management
together with Investcorp, a global investment group and international investors
organized by Investcorp will acquire the company. The press release is attached
as Exhibit 99.1 to this Report.
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.
DAVE & BUSTER'S, INC.
Date: October 1, 2002 By: /s/ W.C. Hammett, Jr.
---------------------------------
W.C. Hammett, Jr.,
Chief Financial Officer
3
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Second Amendment to Agreement and Plan of Merger by and among
Dave & Buster's Inc., D&B Holdings I, Inc. and D&B
Acquisition, Sub, Inc., dated as of September 30, 2002.
99.1 Dave & Buster's, Inc. Press Release dated September 30, 2002,
announcing the second amendment to the merger agreement.
</Table>