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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: September 12, 1997
(Date of earliest event reported)
NATHAN'S FAMOUS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3189 11-3166443
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
1400 Old Country Road, Westbury, New York 11590
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (516) 338-8500
-----------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events
In September 1997, Registrant executed and delivered an Extension Agreement
to the employment agreement between the Registrant and Howard M. Lorber, its
Chairman of the Board. Such Extension Agreement extended to July 16, 2001 the
term of such employment agreement. In connection with such amendment, the
Registrant issued to Mr. Lorber a warrant to purchase 150,000 shares of the
Company's common stock, $.01 par value.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.01 Extension Agreement dated as of July 17, 1997, between Nathan's
Famous, Inc. and Howard M. Lorber.
10.02 Warrant to Purchase 150,000 shares of Common Stock issued to
Howard M. Lorber dated July 17, 1997.
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
-----------------------
Wayne Norbitz
President
Dated: September 12, 1997
EXHIBIT INDEX
Exhibit Description
10.01 Extension Agreement dated as of July 17, 1997, between Nathan's
Famous, Inc. and Howard M. Lorber.
10.02 Warrant to Purchase 150,000 shares of Common Stock issued to
Howard M. Lorber dated July 17, 1997.
EXTENSION AGREEMENT
EXTENSION AGREEMENT made this 17th day of July, 1997 by and between
NATHAN'S FAMOUS, INC., a Delaware corporation (hereinafter the "Company") and
HOWARD M. LORBER (hereinafter the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee entered into an Employment Agreement
dated November 8, 1993 which was modified by an agreement dated January 26, 1996
(hereinafter the "Employment Agreement"); and
WHEREAS, the Employment Agreement expires, per its terms, on October 31,
1997; and
WHEREAS, the parties desire to extend the term of the Employment Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Paragraph "3" of the Employment Agreement entitled "Term" shall be
amende
Directors of the Company and Employee shall so serve the Company for a
further term of four (4) years from July 17, 1997 subject, however, to
to termination as hereinafter provided. Employee hereby accepts
such employment."
2. The aforesaid Employment Agreement in all other respects is hereby
ratified and approved.
IN WITNESS WHEREOF, the undersigned have executed this Extension Agreement
as of the day and year first above written.
NATHAN'S FAMOUS, INC.
By: /s/ Wayne Norbitz
---------------------
Wayne Norbitz
President
/s/ Howard M. Lorber
--------------------
Howard M. Lorber
These securities may not be publicly offered or sold unless at the time of
such offer or sale, the person making such offer of sale delivers a prospectus
meeting the requirements of the Securities Act of 1933 forming a part of a
registration statement, or post-effective amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the Corporation, such
offer and sale is exempt from the provisions of Section 5 of said Act.
W A R R A N T
For the Purchase of Common Stock, Par Value $.01 per Share of
NATHAN'S FAMOUS, INC.
(Incorporated under the Laws of the State of Delaware)
VOID AFTER 5 P.M. July 17, 2007
No. 1 Warrant to Purchase
150,000 Shares
THIS IS TO CERTIFY that, for value received, HOWARD M. LORBER is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on July 17, 2007, but not thereafter, to purchase the number
of shares set forth above of Common Stock, par value $.01 per share (the "Common
Stock"), of NATHAN'S FAMOUS, INC., a Delaware corporation (the "Corporation"),
from the Corporation at a purchase price per share of $3.25 if and to the extent
this Warrant is exercised, in whole or in part, during the period this Warrant
remains in force, subject in all cases to adjustment as provided in Section 3
hereof, and to receive a certificate or certificates representing the shares of
Common Stock so purchased, upon presentation and surrender to the Corporation of
this Warrant, with the form of subscription attached hereto duly executed, and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check payable to the order of the
Corporation.
1. (a) The rights represented by this Warrant are exercisable at the
option of the holder hereof in whole at any time, or in part from time to time,
within the period above specified at the price specified on page 1 hereof,
provided that the Warrant shall be vested as follows: 37,500 on July 17, 1998,
37,500 on July 17, 1999, 37,500 on July 17, 2000 and 37,500 on July 17, 2001.
(b) Notwithstanding the foregoing, in the event there shall be a
change in the present control of the Company as hereinafter defined, or in any
person directly or indirectly presently controlling the Company, as hereinafter
defined, the Warrant shall become fully vested.
For purposes of this Agreement, a change in control of the
Company, or in any person directly or indirectly controlling the
Company, shall mean:
(i) a change in control as such term is presently defined
in Regulation 240.12b-2 under the Securities Exchange Act of 1934
("Exchange Act"); or
(ii) if any "person" (as such term is used in Section 13(d)
and 14(d) of the Exchange Act) other than the Company or any "person"
who on the date of this Agreement is a director or officer of the
Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing twenty (20%) percent of the voting power of the
Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during
the term of this Agreement, individuals who at the beginning of such
period constitute the Board of Directors cease for any reason to
constitute at least a majority thereof.
2. The Corporation covenants and agrees that all shares may be
delivered upon the exercise of this Warrant and will, upon delivery, be fully
paid and non-assessable, and, without limiting the generality of the foregoing,
the Corporation covenants and agrees that it will from time to time take all
such action as may be requisite to assure that the par value per share of the
Common Stock is at all times equal to or less than the then current Warrant
purchase price per share of the Common Stock issuable upon exercise of this
Warrant.
3. The rights represented by this Warrant are exercisable at the option
of the holder hereof in whole at any time, or in part from time to time, within
the period above specified at the prices specified in Section 1 hereof. In case
of the purchase of less than all the shares as to which this Warrant is
exercisable, the Corporation shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new Warrant of like tenor for the balance of the
shares purchasable hereunder.
4. The price per share at which shares of Common Stock may be purchased
hereunder, and the number of such shares to be purchased upon exercise hereof,
are subject to change or adjustment as follows:
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(A) In case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, effect a
recapitalization of such character that the shares of Common Stock
purchasable hereunder shall be changed into or become exchangeable for
a larger or smaller number of shares, then, after the date of record
for effecting such recapitalization, the number of shares of Common
Stock which the holder hereof shall be entitled to purchase hereunder
shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of shares of
Common Stock by reason of such recapitalization, and the purchase
price hereunder per share of such recapitalized Common Stock shall, in
the case of an increase in the number of such shares, be
proportionately reduced, and in the case of a decrease in the number
of such shares, shall be proportionately increased. For the purpose of
this subsection (A), a stock dividend, stock split-up or reverse split
shall be considered as a recapitalization and as an exchange for a
larger or smaller number of shares, as the case may be.
(B) In the case of any consolidation of the Corporation with, or
merger of the Corporation into, any other corporation, or in case of
any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of
the Corporation, then, as a condition of such consolidation, merger or
sale or conveyance, adequate provision shall be made whereby the
holder hereof shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock or securities as may be issued in
connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of
Common Stock immediately therefore purchasable and receivable upon the
exercise of the rights represented hereby had such consolidation,
merger or sale or conveyance not taken place, and in any such case
appropriate provision shall be made with respect to the rights and
interests of the holder of this Warrant to the end that the provisions
hereof shall be applicable as nearly as may be in relation to any
shares of stock or securities thereafter deliverable upon the exercise
hereof.
(C) In case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, issue (otherwise than
by stock dividend or stock split-up or reverse split) or sell shares
of its Common Stock (hereinafter referred to as "Additional Shares")
for a consideration per share (before deduction of expenses or
commissions or underwriting discounts or allowances in connection
therewith) less than the purchase price hereunder per share, then,
after the date of such issuance or sale, the purchase price hereunder
per share shall be reduced to a price determined by dividing (1) an
amount equal to (a) the total number of shares of Common Stock
outstanding immediately prior to the time of such issuance or sale
multiplied by such
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purchase price hereunder per share, plus (b) the consideration
(before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by
the Corporation upon such issuance or sale, by (2) the total number
of shares of Common Stock outstanding after the date of the issuance
or sale of such Additional Shares, and the number of shares of Common
Stock which the holder hereof shall be entitled to purchase hereunder
at each such adjusted purchase price per share, at the time such
adjusted purchase price per shall be in effect, shall be the number
of whole shares of Common Stock obtained by multiplying such
purchase price hereunder per share before such adjustment, by the
number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the
product so obtained by such adjusted purchase price per share;
provided, however, that no such adjustment of the purchase price
hereunder per share or the number of shares for which this Warrant
may be exercised shall be made upon the issuance or sale by the
Corporation of Additional Shares reserved for issuance upon
exercise of outstanding Stock Options.
(D) In case the Corporation shall, while this Warrant remains
unexercised in whole or in part, and in force, issue or grant any
rights to subscribe for or to purchase, or any option (other than the
employee stock options referred to in subsection (C) above) for the
purchase of (i) Common Stock or (ii) any indebtedness or shares of
stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock
being hereinafter referred to as "Convertible Securities"), or issue
or sell Convertible Securities and the price per share for which
Common Stock is issuable upon the exercise of such rights or options
or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or
exchangeable (determined by dividing (1) in the case of an issuance or
grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the
issuance or grant of such rights or options, plus the minimum
aggregate amount of additional consideration payable to the
Corporation upon exercise of such rights or options, plus, in the case
of such Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or
(2) in the case of an issuance or sale of Convertible Securities other
than where the same or issuable upon the exercise of any such rights
or options, the total amount, if any, received or receivable by the
Corporation as consideration for the issuance or sale of such
Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by,
in either such case, (3) the total maximum number of shares of Common
Stock issuable upon the exercise of such rights or options or upon the
conversion or exchange of such Convertible Securities at the time such
Convertible
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Securities first become convertible or exchangeable) shall
be less than the two purchase prices hereunder per share, then the
total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of
the total maximum amount of such Convertible Securities at the time
such Convertible Securities first become convertible or exchangeable,
shall (as of the date of the issuance or grant of such rights or
options or, in the case of the issuance or sale of Convertible
Securities other than where the same are issuable upon the exercise of
rights or options, as of the date of such issuance or sale) be deemed
to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be
made upon the actual issuance of such Common Stock upon the exercise
of such rights or options or upon the conversion or exchange of such
Convertible Securities or upon the actual issuance of Convertible
Securities where the same are issuable upon the exercise of such
rights or options, and (ii) rights or options issued or granted pro
rata to shareholders without consideration and Convertible Securities
issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of
business on the date fixed for the determination of shareholders
entitled to such rights, options or Convertible Securities and shall
be deemed to have been issued without consideration; and (iii) if, in
any case, the total maximum number of shares of Common Stock issued
upon exercise of such rights or options or upon conversion or exchange
of such Convertible Securities is not, in fact, issued and the right
to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in
any such event, the purchase price, as adjusted, shall be
appropriately readjusted at the time of such expiration or
termination. In such case, each purchase price hereunder per share
which is greater than the price per share for which Common Stock is
issuable upon conversion or exchange of such rights or options or upon
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (D), shall thereupon be reduced to
a price determined by dividing (1) an amount equal to (a) the total
number of shares of Common Stock outstanding immediately prior to the
time of the issuance or grant of such rights or options or the
issuance or sale of such Convertible Securities multiplied by such
purchase price hereunder per share, plus (b) the total amount, if any,
received or receivable by the Corporation as consideration for such
issuance or grant or such issuance or sale, plus the additional
amounts referred to and more fully set forth in clauses (1) and (2) of
the parenthetical material above in this subsection (D), whichever
clause and whichever additional amounts may be applicable, by (2) the
total number of shares of Common Stock outstanding after the date of
such issuance or grant or such issuance or sale, and the number of
shares of Common Stock which the holder hereof shall be entitled to
purchase hereunder at such adjusted purchase price per share, at the
time such adjusted purchase price per shall be in effect, shall be the
number of whole shares of Common Stock obtained by multiplying such
purchase price hereunder, per share, before such adjustment, by the
number of shares of Common Stock purchasable upon the exercise
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of this Warrant immediately before such adjustment and dividing the
product so obtained by such adjusted purchase price per share.
(E) For the purpose of subsections (C) and (D) above, in case the
Corporation shall issue or sell Additional Shares, issue or grant any
rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue
or sell Convertible Securities for a consideration part of which shall
be other than cash, the amount of the consideration received by the
Corporation therefor shall be deemed to be the cash proceeds, if any,
received by the Corporation plus the fair value of the consideration
other than cash as determined by the Board of Directors of the
Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or
incurred by the Corporation for any underwriting of, or otherwise in
connection with, such issuance, grant or sale.
(F) Subject to the provisions of subsection (G) below, in case
the Corporation shall, while this Warrant remains unexercised, in
whole or in part, and in force, make any distribution of its assets to
holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for
determining shareholders entitled to such distribution, the holder
hereof shall be entitled, upon exercise of this Warrant and purchase
of any or all of the shares of Common Stock subject hereto, to receive
the amount of such assets (or at the option of the Corporation, a sum
equal to the value thereof at the time of such distribution to holders
of Common Stock as such value is determined by the Board of Directors
of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common
Stock on the record date for the determination of shareholders
entitled to such distribution.
(G) Except as otherwise provided in subsection (B) above, in the
case of any sales or conveyance of all or substantially all of the
assets of the Corporation in connection with a plan of complete
liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this
Warrant shall terminate on a date fixed by the Corporation, such date
so fixed to be not earlier than the date of the commencement of the
proceedings for such dissolution, liquidation or winding-up and not
later than thirty (30) days after such commencement date. Notice of
such termination of purchase rights shall be given to the registered
holder hereof, as the same shall appear on the books of the
Corporation, at least thirty (30) days prior to such termination date.
(H) In case the Corporation shall, while this Warrant remains
unexercised in whole or in part, and in force, offer to the holders of
Common Stock any rights to subscribe for additional shares of stock of
the Corporation, then the Corporation shall given written notice
thereof to the registered holder hereof not less than thirty (30)
6
days prior to the date on which the books of the Corporation are
closed or a record date fixed for the determination of shareholders
entitled to such subscription rights. Such notice shall specify
the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of
the holder hereof to participate in such offer or subscription
shall terminate if this Warrant shall not be exercised on or
before the date of such closing of the books or such record date.
(I) Any adjustment pursuant to the foregoing provisions shall be
made on the basis of the number of shares of Common Stock which the
holder hereof would have been entitled to acquire by exercise of this
Warrant immediately prior to the event giving rise to such adjustment
and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis
of such purchase price immediately prior to the event giving rise to
such adjustment. Whenever any such adjustment is required to be made,
the Corporation shall forthwith determine the new number of shares of
Common Stock which the holder shall be entitled to purchase hereunder
and/or such new purchase price per share, and shall prepare, retain on
file and transmit to the holder hereof within ten (10) days after such
preparation a statement describing in reasonable detail the method
used in calculating such adjustment(s).
(J) For the purposes of this Section 3, the term "Common Stock"
shall include all shares of capital stock authorized by the
Corporation's Certificate of Incorporation, as from time to time
amended, which are not limited to a fixed sum or percentage of par
value in respect of the right of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation.
(K) Whenever the price per share hereunder, initial or adjusted,
and the number of shares of Common Stock to be purchased upon exercise
hereof, initial or adjusted, shall be changed or adjusted pursuant to
the provisions of this Section 3, the Corporation shall forthwith
cause written notice setting forth the changed or adjusted price per
share hereunder and number of shares to be purchased upon exercise
hereof to be given to the holder of this Warrant.
5. (A) The Corporation agrees that at any time the Corporation
contemplates filing under and in accordance with the Securities Act of
1933, as amended, (the "Act"), a new Registration Statement, it shall
notify the holder hereof in writing at least thirty (30) days prior to
the filing of such new Registration Statement of its intention to do
so, and in such case, the holder hereof shall have the right, upon
written notice delivered to the Corporation within twenty (20) days
after receipt of notice from the Corporation, to require that such
Warrants and the shares of Common Stock into which the Warrants are
exercisable be included in such new Registration Statement. In the
event that the holder hereof elects to so include such Warrants or
such shares of
7
Common Stock, the Corporation shall pay all of the expenses of
preparation and filing of such new Registration Statement, including
legal, accounting, printing, blue sky and other fees and expenses.
(B) The Corporation agrees to use its best efforts to cause any
new registration statement to become effective as promptly as
possible. the Corporation agrees to file such post-effective
amendment or amendments to any new registration statement or
supplements to any prospectus contained therein as may be required so
that there will continuously be available (for so long a period of
time as such prospectus may be used under the Act or otherwise as may
be determined by the Securities and Exchange Commission) a prospectus
meeting the requirements of the Act. The Corporation agrees to
provide a reasonable number of copies of any preliminary or final
prospectus forming a part of such new registration statement, and the
Corporation shall comply with the blue sky laws of such states as may
be requested by the holder of the warrants or shares of Common Stock
issued upon exercise hereof; provided, however, that the Corporation
shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation under the laws of any
such state. Such provision and such compliance shall be at the
expense of the Corporation. the Corporation agrees to indemnify the
holder of the Warrants and shares of Common Stock issued upon exercise
hereof to the usual extent in connection with liabilities and expenses
arising out of material misrepresentations or omissions in such post-
effective amendment or new registration statement against the
indemnification of the Corporation by the holder of the Warrants and
shares of Common Stock issued upon exercise hereof to the usual
extent.
(C) If the holder elects to include the Warrants or shares of
Common Stock in the Registration Statement, the Corporation's
obligation to do so shall be subject to the following further
conditions:
(i) If the managing underwriter advises that either the
Warrants or shares of Common Stock otherwise to be
included in the offering by the timely election of the
holder cannot be included in whole or in part in such
offering for whatever reason, then, as the case may be,
the Warrants or shares of Common Stock shall not be
included in the offering or the amount thereof included in
the offering shall be reduced in accordance with the advice
of the underwriters.
(ii) The Corporation may in its discretion withdraw any
Registration Statement filed without liability to the holder
hereof.
(D) The holder hereof agrees that the Warrants and shares of
Common Stock will not be offered or sold (1) unless at the time of
such offer or sale, there is delivered a prospectus meeting the
requirements of the Act, as amended, forming a part of a new
8
Registration Statement with respect to such offer and sale, or (2)
unless in the opinion of counsel to the Corporation satisfactory to
the holder hereof, such offer and sale is exempt from the provisions
of Section 5 of the Act. In connection with the preparation of any new
Registration Statement, the holder hereof agrees to furnish the
Corporation with information, in writing, concerning the terms of the
proposed offer.
6. The Corporation agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of shares
issuable upon the exercise of this and all other Warrants of the same class.
7. This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Corporation, or to any other
rights whatsoever except the rights herein expressed, and no dividends shall be
payable or accrue in respect of this Warrant or the interest represented hereby
or the shares purchasable hereunder until or unless, and except to the extent
that, this Warrant shall be exercised.
8. This Warrant is exchangeable upon the surrender hereof by the
holder hereof to the Corporation for new Warrants of like tenor representing in
the aggregate the right to purchase the number of shares purchasable hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as shall be designated by the holder hereof at the time of such
surrender.
9. The Corporation will transmit to the holder of this Warrant such
information, documents and reports as are generally distributed to shareholders
of the Corporation concurrently with the distribution thereof to such
shareholders.
10. Notices to be given to the holder of this Warrant shall be deemed
to have been sufficiently given if delivered or mailed, addressed in the name
and at the address of such holder appearing in the records of the Corporation,
and if mailed, sent first class registered or certified mail, postage prepaid.
The address of the Corporation is 1400 Old Country Road, Westbury, New York
11590, and the Corporation shall give written notice of any change of address to
the holder hereof.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by the signature of its President and its seal affixed and attested by
its Secretary.
Dated: July 17, 1997
NATHAN'S FAMOUS, INC.
By:/s/ Wayne Norbitz
--------------------
WAYNE NORBITZ, President
[Corporate Seal]
ATTEST:
/s/ Ronald DeVos
- ----------------
Ronald DeVos, Secretary
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ASSIGNMENT
To Be Executed by the Holder
If He Desires To Assign The
Warrant In Its Entirety
FOR VALUE RECEIVED, _______________________hereby sells, assigns and transfers
unto __________________________ _____________________________________________
(Please insert Social Security or other
identifying number of Assignee)
the right to purchase _______ shares of Common Stock of the within named
Company evidenced by the within Warrant, together will all right, title and
interest therein, and does hereby irrevocably constitute and appoint
_____________________________________________________________________________
attorney to transfer the said Warrant on the books of said Company, with full
power of substitution in the premises.
Dated: ________________________, 19__
______________________________________
(Signature)
NOTE: The signature to this Assignment must
correspond with the name as written upon the
face of this Warrant in every particular,
without alteration or enlargement or any change
whatever.
SIGNATURE GUARANTEED:
------------------------------
10
SUBSCRIPTION FORM
To Be Executed By The Holder
If He Desires To Exercise The
Warrant In Whole Or In Part
TO: NATHAN'S FAMOUS, INC.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchaser thereunder, shares of
the stock provided for therein and tenders payment herewith to the order of
NATHAN'S FAMOUS, INC. in the amount of $ (such payment being in cash or by
certified or official bank or bank cashier's check) in accordance with the terms
of the within Warrant. The undersigned requests that certificates for such
shares be issued in the name of
______________________________ _______________________________________
(Name) (Social Security or other identifying
number of Subscriber)
- ------------------------------
(Address)
and to be delivered to ________________________________________________________
(Name)
_______________________________________________________________________________
(Address)
and, if said number of shares shall not be all the shares purchasable hereunder,
that a new Warrant for the balance remaining of the shares purchasable under the
within Warrant be registered in the name of, and delivered to, the undersigned
at the address stated below.
_______________________________________________________________________________
(Address)
Dated: _________________ 19__
-----------------------------------------------
(Signature)
NOTE: The signature to this Subscription must
correspond with the name as written upon
the face of this Warrant in every
particular, without alteration or enlargement
or any change whatever.
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