Item 1.
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Security and Issuer
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This statement constitutes Amendment Number 1 to the Schedule 13D relating to the common stock, no par value (the Common Stock), of
BJs Restaurants, Inc., a California corporation (the Issuer) and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 15, 2020 (the Schedule 13D) on behalf of the Reporting
Persons to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2.
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Identity and Background.
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Item 2 of the Schedule 13D is hereby amended to include a revised Annex A, which shall replace in its entirety the Annex A attached to the
original Schedule 13D.
Item 4.
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Purpose of Transaction.
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The information set forth in Item 6 hereto is incorporated by reference into this Item 4.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby amended to delete the section entitled Investor Rights Agreement
and replace such section with the following:
Amended and Restated Investor Rights Agreement
Pursuant to the Purchase Agreement, on May 5, 2020, the Issuer and SC LLC entered into an Investor Rights Agreement (the Original
IRA), to which BJs LLC executed a joinder on May 15,2020. Effective November 24, 2020, the Issuer, SC LLC and BJs LLC entered into an Amended and Restated Investor Rights Agreement (the Amended IRA) which
revised certain terms of the Original IRA. Pursuant to the Amended IRA, SC LLC, BJs LLC and any transferees of the Securities (as defined in the Purchase Agreement) who agree to become parties to the Amended IRA (together, the
Investors) have certain rights and obligations, including the following:
Board Observer. The Investors have the right
to designate one person (the Observer) to serve as an observer at meetings of the Board of Directors of the Issuer (the Board) and at meetings of the Governance and Nominating Committee of the Board (the Nominating
Committee). The Observer is required to meet certain expertise and independence criteria and be reasonably acceptable to the Nominating Committee in order to serve as an observer to the Board and the Nominating Committee. The Investors shall
not have the right to designate an Observer to the Board or the Nominating Committee during any period in which Keith Pascal or any replacement suggested by the Investors (a Suggested Nominee and, together with Mr. Pascal, an
Investor Approved Board Member) is serving as a member of the Board or the Nominating Committee, respectively. The Nominating Committee shall have no obligation to nominate or appoint any Investor Approved Board Member to the Board. The
Investors shall retain the right to designate the Observer, subject to the limitations outlined above, for so long as the Investors collectively own the lesser of 4.25% of the then outstanding Common Stock or rights convertible or exercisable into
Common Stock, including the Warrant, (on an as-converted or exercised basis) or 187,500 shares of Common Stock (the Ownership Threshold).
Standstill. Until the later of three years following the date of the Original IRA, or at such time as the Investors no longer meet the
Ownership Threshold, subject to certain customary exceptions, the Investors are prohibited from, among other things, (i) effecting a tender offer, merger or acquisition of the Issuer, (ii) soliciting proxies or seeking a
director/management change in the Issuer, and (iii) acquiring securities, assets or indebtedness of the Issuer in connection with any of the actions described in the foregoing clauses (i) and (ii) above (collectively, the Standstill
Provisions); provided, however that if an Investor Approved Board Member is no longer serving as a member of the Board for reasons other than such persons voluntary resignation, incapacity or death (and no Suggested Nominee is selected
as an Investor Approved Board Member following such resignation, incapacity or death), the Standstill Provisions shall terminate on the earlier of three years following the Original IRA or at such time as the Investors no longer meet the Ownership
Threshold.
Preemptive Rights. If, after the date of the Original IRA, until such time as the Investors no longer meet the
Ownership Threshold, the Issuer intends to issue new equity securities for cash to any person, then the Investors have the right to participate in such equity offering, subject to exceptions with respect to certain excluded securities and issuances.