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) October
21, 2005
Shells
Seafood Restaurants, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
0-28258
|
65-0427966
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
16313
N. Dale Mabry Hwy, Suite 100, Tampa, FL
|
33618
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (813)
961-0944
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)
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-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02 Termination of a Material Definitive Agreement.
On
October 21, 2005, we entered into a termination agreement with Shells of
Carrollwood Village, Inc. ("SCVI"), whereby SCVI agreed to terminate (a)
the
management agreement pursuant to which we agreed to provide management services
to SCVI and SCVI was granted the license to use the service marks “Shells” and
“Shells Seafood, Shellfish & Whatnot”, in a certain trade area known as the
Carrollwood Trade Area and (b) the option agreement pursuant to which we
granted
SCVI an option to transfer all of its assets to us in exchange for shares
of our
common stock upon the occurrence of specified events. The termination agreement
is scheduled to close on October 31, 2005. Upon the closing of the
termination agreement, as previously announced, the agreement we entered
into
with Deborah Christen Corporation on August 9, 2005 will become effective.
Under
our agreement with Deborah Christen Corporation, we have until December 31,
2006
to open a “Shells” restaurant in the limited Carrollwood Trade Area, subject to
certain monthly license fees beginning on April 1, 2006. Further, we agreed
to
pay Deborah Christen Corporation a license fee in the amount of two percent
(2%)
of the gross receipts of each “Shells” restaurant operated or sublicensed by us
within the Carrollwood Trade Area.
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.
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SHELLS SEAFOOD RESTAURANTS, INC. |
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Date:
October 27, 2005
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By: |
/s/
Leslie J. Christon
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Name:
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Leslie
J. Christon
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Title:
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President
and Chief Executive Officer
|