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): October 28, 2008
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
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(516)
338-8500
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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.
As
previously announced, on June 7, 2007, the Registrant entered into a Stock
Purchase Agreement with Miami Subs Capital Partners I, Inc. (“MSCP”) and Miami
Subs Corporation (“MSC”) effective as of May 31, 2007 (the “Stock Purchase
Agreement”) pursuant to which the Registrant sold to MSCP all of the stock of
MSC in exchange for $3,250,000, consisting of $850,000 in cash and MSCP’s
promissory note in the principal amount of $2,400,000 (the “Note”). The Note was
payable over a four-year term ending in June 2011, bore interest at a rate
of 8%
per annum and was partially secured by the personal guarantees of two principals
of the Purchaser.
On
October 28, 2008, in connection with a Settlement and Release Agreement (the
“Settlement Agreement”) between the Registrant and MSCP, the Registrant agreed
to modify the Note to provide for a three-year extension of the term of the
Note
until April 2014 and to reduce the monthly payment due under the Note (as so
amended, the “Amended Note”); the interest rate remains unchanged. In connection
with the foregoing, the Registrant also received a Reaffirmation of Guarantee
from the two principals of MSCP pursuant to which each principal reaffirmed
his
respective obligations under his existing personal guaranty of the Note. The
Registrant and MSCP entered into the Settlement Agreement on October 31, 2008,
pursuant to which the Registrant and MSCP agreed to settle certain disputes
arising under the Stock Purchase Agreement and MSCP agreed to release the
Registrant from any and all claims it might have through the date of the
Settlement Agreement, including those arising under the Stock Purchase
Agreement.
There
is
no material relationship between the Registrant and any of its affiliates and
the Purchaser, other than in respect of the Settlement Agreement; Amended Note;
the Stock Purchase Agreement, pursuant to which, among other things, the
Registrant is entitled to receive royalties on the sale of Nathan’s products in
Miami Subs restaurants; the Security Agreement entered into simultaneously
with
the execution and delivery of the Stock Purchase Agreement, pursuant to which
the Registrant was granted a lien on all of the assets of MSCP; and a sublease
agreement pursuant to which the Registrant leases to MSCP office
space.
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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| Date: October
31, 2008 |
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By: /s/ Ronald
DeVos |
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Ronald
DeVos |
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Vice-President
Finance and
Chief Financial OfficerTitle
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(Principal Financial and Accounting
Officer) |