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 7, 2007
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
of Incorporation)
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(Commission
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(I.R.S.
Employer
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File
Number)
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Identification
No.)
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1400
Old Country Road, Westbury, New York
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11590
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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
(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 Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
June
7, 2007, the Registrant entered into a Stock Purchase Agreement with Miami
Subs
Capital Partners I, Inc. (“Purchaser”) and Miami Subs Corporation (“MSC”)
effective as of May 31, 2007 pursuant to which the Registrant sold to the
Purchaser all of the stock of MSC in exchange for $3,250,000, consisting of
$850,000 in cash and the Purchaser’s promissory note in the principal amount of
$2,400,000 (the “Note”). The Note is payable over a four-year term and is
secured by a lien on all of the assets of MSC and by the personal guarantees
of
two principals of the Purchaser. Prior
to
entering into the Stock Purchase Agreement, MSC transferred to the Registrant
assets having a value of approximately $4.0 million, consisting of intercompany
receivables and certain cash of MSC (with the balance of cash remaining in
MSC),
MSC’s then-current corporate headquarters located at 6300 NW 31st Avenue, Ft.
Lauderdale, Florida, all tangible property of every kind located at the
corporate headquarters and certain leasehold interests.
There
is
no material relationship between the Registrant and any of its affiliates and
the Purchaser, other than in respect of the Stock Purchase Agreement, Note
and
the other related agreements described above.
The
Stock
Purchase Agreement is attached as Exhibit 10.1 hereto, the Note is attached
as
Exhibit 10.2 hereto and the press release announcing the transaction is attached
as Exhibit 99.1 hereto.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
June
7, 2007, pursuant to the Stock Purchase Agreement described in Item 1, above,
effective May 31, 2007, the Registrant sold all of the stock of MSC in exchange
for $3,250,000 consisting of $850,000 in cash and the Note. By virtue of the
sale of the stock of MSC, the Registrant sold all of the subsidiaries of MSC.
Certain
assets of MSC were retained by Registrant as a result of the transfer of assets
by MSC prior to the execution of the Stock Purchase Agreement, as more fully
described in Item 1.01, above, the terms of which are hereby incorporated by
reference.
There
is
no material relationship between the Registrant and any of its affiliates and
the Purchaser, other than in respect of the Stock Purchase Agreement, Note
and
the other related agreements described above.
Item
9.01. Financial
Statements and Exhibits.
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Pro
Forma Financial Information.
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The
financial information required by the Item is annexed hereto as Exhibit 99.2.
The unaudited pro forma condensed consolidated financial statements give effect
to the sale of MSC.
(d)
Exhibits.
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10.1 |
Stock
Purchase Agreement entered into on June 7, 2007 effective as of
May 31,
2007 by and among Miami Subs Capital Partners I, Inc., Miami Subs
Corporation and the
Registrant
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10.2 |
Promissory
Note of Miami Subs Capital Partners I,
Inc.
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99.1 |
Press
release dated June 8, 2007
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99.2 |
Pro
Forma Financial Information
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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,
thereunder duly authorized.
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NATHAN'S
FAMOUS,
INC. |
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By: |
/s/ Ronald
DeVos |
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Ronald DeVos
Vice-President
Finance and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
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Date: June
13, 2007