Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 29, 2009 (April
23, 2009)
J.
ALEXANDER’S CORPORATION
|
(Exact
Name of Registrant as Specified in
Charter)
|
Tennessee
|
|
1-08766
|
|
62-0854056
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
3401
West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee
37202
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant’s
telephone number, including area code: (615) 269-1900
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
1.01. Entry into a Material Definitive
Agreement.
On April 23, 2009, J. Alexander’s
Corporation received notice that, in connection with its loan agreement dated
May 12, 2003, as amended to date, by and between J. Alexander’s Corporation, J.
Alexander’s Restaurants, Inc. (collectively, the “Company”) and Bank of America,
N.A (the “Loan Agreement”), Bank of America, N.A. has waived the covenants
requiring the Company to maintain a minimum Fixed Charge Coverage Ratio and a
maximum Adjusted Debt to EBITDAR Ratio during the first quarter of 2009 (the
“Waiver”). This description of the Waiver is not intended to be complete and is
qualified in its entirety by the complete text of the Waiver attached to this
Form 8-K as Exhibit 10.1. In addition, the disclosures set forth under Item 3.03
are incorporated by reference into this Item 1.01.
Item
2.02. Results of Operations and Financial
Condition.
On April 29, 2009, J. Alexander’s
Corporation issued a press release announcing its financial results for the
first quarter ended March 29, 2009, the text of which is set forth in Exhibit
99.1.
Item
3.03. Material Modification to Rights of Security
Holders.
On April 28, 2009, the Company
and Computershare Trust Company, N.A., as successor to Sovran Bank/South Central
and Rights Agent (the “Rights Agent”), executed an Amendment to Rights Agreement
(the “Amendment”) to that certain Rights Agreement dated as of May 16, 1989
between the Company and the Rights Agent, as amended by that certain Amendment
to Rights Agreement dated February 22, 1999, that certain Amendment to Rights
Agreement dated March 22, 1999, that certain Amendment to Rights Agreement dated
May 6, 1999, and that certain Amendment to Rights Agreement dated May 14, 2004
(as so amended, the “Rights Agreement”), regarding the Company’s Series A Junior
Preferred Stock Purchase Rights (the “Rights”).
The Amendment extends the Final
Expiration Date (as defined in the Rights Agreement) to May 31, 2012 and revises
the definition of Acquiring Person so that henceforth no shareholders are
specifically excluded from that definition.
This description of the Amendment is
not intended to be complete and is qualified in its entirety by reference to the
terms of the Amendment, which is filed as Exhibit 4.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
J. Alexander’s Corporation’s press
release announcing its financial results for the first quarter ended March 29,
2009 is furnished as Exhibit 99.1.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits:
The following exhibits are filed
or furnished herewith as noted above:
Exhibit
Number
|
Description
|
4.1
10.1
99.1
|
Amendment
to Rights Agreement dated April 28, 2009
Waiver
Letter from Bank of America, N.A.
Press
Release Dated April 29, 2009
|
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.
|
J.
Alexander’s Corporation
|
|
|
|
|
Date: April
29, 2009
|
By:
|
/s/
R. GREGORY LEWIS
|
|
|
R.
Gregory Lewis
|
|
|
Chief
Financial Officer, Vice President of Finance and
Secretary
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
4.1
10.1
99.1
|
|
Amendment
to Rights Agreement dated April 28, 2009
Waiver
Letter from Bank of America, N.A.
Press
Release Dated April 29,
2009
|