Current Report Filing (8-k)
March 25 2020 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 24, 2020
FLANIGAN’S ENTERPRISES, INC.
(Exact name of registrant as specified in its
charter)
Florida
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I-6836
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59-0877638
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(State or other jurisdiction of
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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 Number)
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5059 N.E. 18th Avenue,
Fort Lauderdale, Florida
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33334
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(Address of principal executive office)
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Zip Code
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Registrant’s telephone number, including area code): (954)
377-1961
Check the appropriate box below if this Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
¨
Soliciting material pursuant to Rule14a-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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.10 par value
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BDL
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NYSE AMERICAN
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.03 Material Modification to Rights
of Security Holders.
On March 24, 2020, Flanigan’s
Enterprises, Inc. (the “Company” or “we” or “our” or “us” as the context requires)
issued a press release (the “Press Release”) announcing that our previously declared cash dividend of $0.30 per share
to shareholders of record on March 20, 2020 and payable on April 3, 2020 will not be paid.
Item 8.01 Other Events.
The Press Release also announced that
we are temporarily shifting to a take-out or delivery only operating model in all of our company-owned or operated restaurants,
have reduced the hours of operation of our retail package liquor stores and are starting to layoff what we expect to be a significant
number of our employees as we begin to assess our employment needs to service the take-out and delivery and reduced hours operating
models. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
In light of the rapidly evolving coronavirus
(COVID-19) outbreak, we are also filing this Current Report on Form 8-K for the purpose of supplementing the Risk Factors disclosed
in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2019. Accordingly, our Risk Factor disclosure
is hereby updated as follows:
Pandemics or disease outbreaks,
such as the novel coronavirus (COVID-19 virus), have and will continue to disrupt our business, which could materially affect our
operations and results of operations.
Pandemics or disease outbreaks such
as the novel coronavirus (COVID-19 virus) have and will continue to materially adversely impact customer traffic at our restaurants
and retail package liquor stores, may make it more difficult to staff our restaurants and retail package liquor stores and, in
more severe cases, may cause a temporary inability to obtain supplies, increase commodity costs or cause closures of our affected
restaurants and stores, sometimes for prolonged periods of time.
In addition, our operations could be
disrupted if any of our employees or employees of our business partners were suspected of having COVID-19 or other illnesses since
this could require us or our business partners to quarantine some or all such employees or close and disinfect our restaurant and
store facilities. If a significant percentage of our workforce or the workforce of our business partners are unable to work, including
because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be
negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.
Furthermore, such viruses may be
transmitted through human contact, and the risk of contracting viruses could cause employees or guests to avoid gathering in
public places, which has had, and will have, adverse effects on our restaurant guest traffic or the ability to adequately
staff restaurants and retail package liqour stores. Additional regulation or requirements with respect to the compensation of
our employees could also have an adverse effect on our business. Even if such measures are not implemented and a virus or
other disease does not spread significantly, the perceived risk of infection or health risk may adversely affect our
business, liquidity, financial condition and results of operations. COVID-19 or other disease outbreaks, may also materially
adversely affect our ability to implement our growth plans, including delays in construction of new restaurants and retail
package liquor stores or adversely impact our overall ability to successfully execute our plans to enter into new
markets.
As per governmental directives, we
have temporarily shifted to a take-out or delivery only operating model in our company-owned or operated restaurants and have
reduced the hours of operation of our retail package liquor stores. We have begun to layoff what we expect will be a significant
number of employees as we begin to assess our employment needs to service the take-out and delivery and reduced hours operating
models. This change and any additional changes caused by the COVID-19 pandemic may materially adversely affect our business or
results of operations, and may impact our liquidity or financial condition, particularly if these changes are in place for a significant
amount of time.
Item 9.01 Financial Statements and
Exhibits.
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 hereunto duly authorized.
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FLANIGAN’S ENTERPRISES, INC.
(Registrant)
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Date March 25, 2020
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By:
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/s/ Jeffrey D. Kastner
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Jeffrey D. Kastner
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Chief Financial Officer, General Counsel & Secretary
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