Current Report Filing (8-k)
June 15 2018 - 4:38PM
Edgar (US Regulatory)
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):
June 14, 2018
Nathan’s Famous, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35962
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11-3166443
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
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:
(516) 338-8500
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 14, 2018, Nathan’s
Famous, Inc., a Delaware corporation (the “Company”), entered into Amendment No.1 to Rights Agreement (the “Amendment”)
to the Company’s existing Rights Agreement, dated as of June 17, 2013, between the Company and American Stock Transfer &
Trust Company, LLC, as the Rights Agent (“Rights Agent”) (as amended, the “2013 Rights Agreement”). The
Amendment amends the 2013 Rights Agreement by postponing the Final Expiration Date (as defined in the 2013 Rights Agreement) to
September 30, 2018. The Amendment will have the effect of causing the 2013 Rights Agreement and the common stock purchase rights
granted thereunder to terminate at the close of business on September 30, 2018. See Item 1.01 of the Current Report on Form 8-K
filed on June 11, 2013, for a description of the material terms of the 2013 Rights Agreement.
The Amendment is attached
hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified by reference
to such exhibit.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth
herein under Item 1.01, “Entry into a Material Definitive Agreement,” of this Form 8-K is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
June 15, 2018
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NATHAN’S FAMOUS, INC.
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By:
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/s/ Ronald
DeVos
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Name:
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Ronald DeVos
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Title:
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Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)
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