Current Report Filing (8-k)
April 17 2020 - 6:02AM
Edgar (US Regulatory)
0001013488
false
0001013488
2020-04-16
2020-04-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 reported): April 16, 2020
BJ’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
California
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0-21423
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33-0485615
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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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7755 Center Avenue
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92647
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Suite 300
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(Zip Code)
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Huntington Beach, California
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(Address of principal executive offices)
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Registrant's telephone number, including area code: (714) 500-2400
(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading
Symbol
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Name of each exchange on which registered
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Common Stock, No Par
Value
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BJRI
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NASDAQ Global Select Market
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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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
BJ’s Restaurants, Inc. (“the Company”) disclosed today that pursuant to its comprehensive plans to preserve
the Company’s liquidity, given the business disruptions resulting from the rapid nationwide spread of COVID-19 and the related
efforts to contain the virus, the Company’s Chief Executive Officer and other named executive
officers (as such term is used in Item 402 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended),
have elected to reduce their fiscal 2020 base salaries by 20%, effective April 22, 2020. The Company will also be reducing pay
for all Restaurant Support Center employees effective April 22, 2020, whose base salary is at least $100,000. These employees will
take a pay reduction between 10% and 20%, increasing on a sliding scale as base salaries increase. In
addition, also effective April 22, 2020, the Company’s Board of Directors has elected to take a 20% reduction in annual cash
retainer fees for the remainder of fiscal 2020. While the Company is not obligated to do so, it is the Company’s intention
to repay all or a portion of these reduced salaries and cash retainers if and when the Company’s Board of Directors and Chief
Executive Officer deem it prudent in light of business conditions and the Company's financial position.
Item 8.01 Other Events
Due to the continued
curtailment of its dine-in restaurant operations, the Company will furlough approximately 200 restaurant
managers and approximately 40 Restaurant Support Center employees effective April 17, 2020. The furloughed managers and Restaurant
Support Center employees will continue to be participants in the Company’s benefits program through June 30, 2020, and the
Company will continue to pay the employer portion of their benefits through this date. The Company will also honor current employee
meal benefits through June 30, 2020. Additionally, the Company will pay accrued, unused vacation and sick time to all managers
and employees affected on their last pre-furlough pay check, which is scheduled to be paid on April 17, 2020.
While the Company’s
sales continue to increase week over week since the change to an off-premise only business, the Company has decided to temporarily
close four restaurants, effective April 17, 2020. The Company will continue to regularly evaluate the strength and weekly growth
of off-premise sales and associated cash flows for all restaurants and has every intention to reopen these locations as the country
begins to recover from the COVID-19 pandemic.
The disclosure set
forth in Item 5.02 above is incorporated by reference into and furnished under this Item 8.01.
Item 9.01 Exhibits
Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
April 16, 2020
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BJ’S RESTAURANTS, INC.
(Registrant)
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By: /s/ GREGORY A. TROJAN
Gregory A. Trojan,
Chief Executive Officer and Director
(Principal Executive Officer)
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By: /s/ GREGORY S. LEVIN
Gregory S. Levin,
President, Chief Financial Officer and Secretary
(Principal Financial Officer)
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