NATHANS FAMOUS, INC. — Capital/Financing Update 2011

Dec 5, 2011

8-K 1 form8k08477_12052011.htm form8k08477_12052011.htm Licensed to: Olshan Document Created using EDGARizer 2020 5.4.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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): December 5, 2011

NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-3189	11-3166443
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Jericho Plaza, Jericho, New York		11753
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (516) 338-8500

Not Applicable
(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)

¨ 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))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 5, 2011, Nathan’s Famous, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that it will commence a modified Dutch Auction Tender Offer to purchase up to 500,000 shares of its common stock at a price per share of not less than $20.00 and not greater than $22.00 for a maximum aggregate purchase price of $11,000,000.

MacKenzie Partners, Inc. is acting as the Information Agent for the offer. The Depositary will be American Stock Transfer & Trust Company, LLC.

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits

Exhibit No . Description

99.1 Press release dated December 5, 2011.

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.

/s/ Ronald DeVos
Name:	Ronald DeVos
Title:	Vice President - Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No . Description

99.1 Press release dated December 5, 2011.