Transaction Valuation(1)
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Amount of Filing Fee(2)
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$13,177,098
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$1,510.10
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ý
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,260.60
Form or Registration No.: SC TO-I
Filing Party: Nathan’s Famous, Inc.
Date Filed: December 8, 2011
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third party tender offer subject to Rule 14d-1.
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ý
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issuer tender offer subject to Rule 13e-4.
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¨
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going private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of a tender offer: ¨
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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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
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(a)
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(1)
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(A)
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Offer to Purchase for Cash, dated December 8, 2011.
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(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
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(C)
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Notice of Guaranteed Delivery.
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(D)
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Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.
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(E)
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Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to their clients.
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(F)
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Form of letter to stockholders.
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(5)
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(A)
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Press Release dated December 5, 2011. Incorporated by reference to the Schedule TO-C filed by the Company on December 5, 2011.
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(B)
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Press Release dated January 13, 2012.
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(b)
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Not applicable.
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(d)
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(1)
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Rights Agreement dated as of June 4, 2008 between the Company and AST. Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 6, 2008.
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(2)
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Nathan’s Famous, Inc. 2001 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 12, 2007.
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(3)
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Nathan’s Famous 2002 Stock Incentive Plan. Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (File No. 333-101355), filed on November 20, 2002.
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(4)
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Nathan’s Famous, Inc. 2010 Stock Incentive Plan. Incorporated by reference to Exhibit A to the Company’s Proxy Statement on Schedule 14A, filed on July 23, 2010.
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(5)
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10b5-1 Issuer Securities Repurchase Instructions, dated September 10, 2010, between the Company and Mutual Securities, Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 10, 2010.
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(6)
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First Amendment to 10b5-1 Issuer Securities Repurchase Instructions between the Company and Mutual Securities, Inc. dated February 3, 2011. Incorporated by reference to Exhibit 10.1 to Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 2010, filed on February 4, 2011.
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(7)
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Third Amendment to 10b5-1 Issuer Securities Repurchase Instructions between the Company and Mutual Securities, Inc., dated August 4, 2011. Incorporated by reference to Exhibit 10.39 to Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2011, filed on August 5, 2011.
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(8)
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401K Plan and Trust. Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 33-56976).
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(9)
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Employment Agreement, dated as of December 15, 2006 and effective as of January 1, 2007, by and between the Company and Eric Gatoff. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 18, 2006.
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(10)
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Employment Agreement, dated as of December 15, 2006 and effective as of January 1, 2007, by and between the Company and Howard M. Lorber. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 15, 2006.
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(11)
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Employment Agreement, dated December 28, 1992, by and between the Company and Wayne Norbitz. Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 33-56976).
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(12)
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Amendment, dated November 8, 1993, to the Employment Agreement, dated December 28, 1992, by and between the Company and Wayne Norbitz. Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report filed on Form 10-K for the fiscal year ended March 27, 1994.
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(13)
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Modification Agreement, dated December 31, 1996, to the Employment Agreement, dated December 28, 1992, by and between the Company and Wayne Norbitz. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report filed on Form 10-Q for the fiscal quarter ended December 29, 1996, filed on February 5, 1997.
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(14)
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Employment Agreement, dated as of November 6, 2007 and effective as of May 31, 2007, by and between the Company and Donald L. Perlyn. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 23, 2007, filed on November 6, 2007.
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(g)
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None.
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(h)
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Not applicable.
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