UNITED STATES
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: June 15, 2005
(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
---------------------------
N/A
- -----------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On June 15, 2005, the Board of Directors of Nathan's Famous, Inc., a
Delaware corporation (the "Company"), approved an amendment to the Company's
existing Third Amended and Restated Rights Agreement, dated as of December 10,
1999, between the Company and American Stock Transfer & Trust Company, as the
Rights Agent (the "Rights Agreement"). On June 15, 2005, the Company entered
into Amendment No. 1 to the Rights Agreement ("Amendment No. 1"). Amendment No.
1 amends the Rights Agreement to extend the Final Expiration Date of the Rights
to June 19, 2010.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
4.1 Amendment No. 1 to the Rights Agreement, dated as of June 15, 2005, by
and between Nathan's Famous, Inc. and American Stock Transfer & Trust
Company (as the Rights Agent)
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: June 15, 2005
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
June 15, 2005, is between Nathan's Famous, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, as rights agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Third Amended
and Restated Rights Agreement, dated as of December 10, 1999 (the "Rights
Agreement"); and
WHEREAS, pursuant thereto and the provisions of the certificate of
incorporation of the Company, the Company distributed a Right (as defined in the
Rights Agreement) to each holder of shares of Common Stock (as defined in the
Rights Agreement) of the Company; and
WHEREAS, the Company desires to amend the Rights Agreement pursuant to
Section 27 of the Rights Agreement as set forth below.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 7.
Section 7 of the Rights Agreement is amended by deleting subsection (a)
thereof and replacing it in its entirety with the following:
"(a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal office of the Rights
Agent in New York, New York, together with payment of the Purchase
Price for each share of the Common Stock as to which the Rights are
exercised, at or prior to the close of business on the earlier of (i)
June 19, 2010 (the "Final Expiration Date"), or (ii) the date on which
the Rights are redeemed as provided in Section 23 (such earlier date
being herein referred to as the "Expiration Date"); or (iii) the time
at which the Rights are exchanged as provided in Section 24 hereof;
provided, however, that if the number of Rights exercised would
entitle the holder thereof to receive any fraction of a share of
Common Stock greater than one-half of a share, the holder thereof
shall not be entitled to exercise such Rights unless such holder
concurrently purchases from the Company (and in such event the Company
shall sell to such holder), at a price in proportion to the Purchase
Price, an additional fraction of a share of Common Stock which, when
added to the number of shares of Common Stock to be received upon such
exercise, will equal an integral number of shares of Common Stock."
2. MISCELLANEOUS.
Except as expressly amended hereby, the Rights Agreement shall continue in
full force and effect in accordance with the provisions thereof on the date
hereof. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to such terms in the
Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
NATHAN'S FAMOUS, INC.
By: /s/Wayne Norbitz
-----------------------------
Name: Wayne Norbitz
Title: President
AMERICAN STOCK TRANSFER & TRUST COMPANY
as Rights Agent
By: /s/Herbert Lemmer
------------------------------------
Name: Herbert Lemmer
Title: Vice President