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 (Date of earliest event reported): October 13,
2010
NATHAN'S FAMOUS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-3189
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11-3166443
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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One
Jericho Plaza, Jericho, New York
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11753
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(516)
338-8500
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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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Other
Events.
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On October 18, 2010, Nathan’s Famous,
Inc. issued a press release regarding an unfavorable court ruling received in
connection with its litigation pending against its licensee, SMG, Inc., in the
Circuit Court of Cook County, Illinois.
As
previously reported, Nathan’s has been engaged in litigation with SMG related to
the License Agreement between them. The main issue in the case is whether
Nathan’s is entitled to terminate the License Agreement. Although the trial has
been completed, the Court has not yet ruled on that issue. However, as part of
that litigation, SMG asserted various other claims relating to whether Nathan’s
was entitled to receive financial benefit in connection with the sale of its
proprietary seasonings to SMG. Both Nathan’s and SMG filed motions
for summary judgment on these other claims. On October 13, 2010, an Order was
entered with the Court granting SMG’s
motion. As a result, Nathan’s may be liable for damages in an amount
that it currently estimates to be $2,914,000 to
$6,068,000. Accordingly, Nathan’s expects to record a charge to
earnings before taxes of $2.9 million in its second fiscal quarter ended
September 26, 2010. A hearing to determine the exact amount of damages is
scheduled for November 22, 2010. Nathan’s does not expect the Court
to issue a judgment with respect to the Order until such time as the Court
issues its decision with respect to all of the issues pending in the litigation,
including Nathan’s right to terminate the License Agreement. At that
time, Nathan’s will evaluate its available alternatives.
Nathan’s has issued a press release
with respect to the foregoing. A copy of the press release is filed as Exhibit
99.1 hereto.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The following exhibits are filed
herewith:
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Exhibit
No.
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Description
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99.1
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Press
release dated October 18,
2010
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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.
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NATHAN'S
FAMOUS, INC.
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|||
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By:
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/s/
Ronald G DeVos
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Ronald
DeVos
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Vice-President
Finance
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|||
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and
Chief Financial Officer
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|||
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(Principal
Financial and Accounting Officer)
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|||
Dated: October
18, 2010
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FOR:
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NATHAN'S
FAMOUS, INC.
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COMPANY
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Ronald
G. DeVos, Vice President - Finance and CFO
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CONTACT:
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(516)
338-8500 ext. 229
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DRAFT
FOR DISCUSSION PURPOSES
NATHAN'S
FAMOUS, INC.
REPORTS UNFAVORABLE
COURT RULING
JERICHO,
N.Y., October 18, 2010 -- Nathan's Famous, Inc. (NASDAQ:NATH) today reported
that it had received an unfavorable ruling on a portion of the pending
litigation with its licensee, SMG, Inc. in the Circuit Court of Cook County,
Illinois.
As
previously reported, Nathan’s has been engaged in litigation with SMG related to
the License Agreement between them. The main issue in the case is whether
Nathan’s is entitled to terminate the License Agreement. Although the trial has
been completed, the Court has not yet ruled on that issue. However, as part of
that litigation, SMG asserted various other claims relating to whether Nathan’s
was entitled to receive financial benefit in connection with the sale of its
proprietary seasonings to SMG. Both Nathan’s and SMG filed motions
for summary judgment on these other claims. On October 13, 2010, an Order was
entered with the Court granting SMG’s
motion. As a result, Nathan’s may be liable for damages in an amount
that it currently estimates to be $2,914,000 to
$6,068,000. Accordingly, Nathan’s expects to record a charge to
earnings before taxes of $2.9 million in its second fiscal quarter ended
September 26, 2010. A hearing to determine the exact amount of damages is
scheduled for November 22, 2010. Nathan’s does not expect the Court
to issue a judgment with respect to the Order until such time as the Court
issues its decision with respect to all of the issues pending in the litigation,
including Nathan’s right to terminate the License Agreement. At that
time, Nathan’s will evaluate its available alternatives.
About
Nathan’s Famous
Nathan’s
products are currently distributed in 50 states, the District of Columbia,
Puerto Rico, the U.S. Virgin Islands, Guam, the Cayman Islands and four foreign
countries through its restaurant system, foodservice sales programs and retail
licensing activities. The Nathan’s restaurant system currently consists of 257
units, comprised of 252 franchised or licensed units and five company-owned
units (including one seasonal unit). For additional information about Nathan’s
please visit our website at www.nathansfamous.com.
Except
for historical information contained in this news release, the matters discussed
are forward looking statements that involve risks and
uncertainties. Words such as “anticipate”, “believe”, “estimate”,
“expect”, “intend”, and similar expressions identify forward-looking statements,
which are based on the current belief of the Company’s management, as well as
assumptions made by and information currently available to the Company’s
management. Among the factors that could cause actual results to
differ materially are the following: the outcome of any appeals of the Court’s
decision, the timing of any cash payment due under the judgment, and the tax
impact of the judgment; the effect of business and economic conditions; the
impact of competitive products and pricing; the ability to obtain an adequate
supply of beef and other food products at competitive prices; capacity; the
regulatory and trade environment; and the risk factors reported from time to
time in the Company’s SEC reports. The Company does not undertake any obligation
to update such forward-looking statements