O CHARLEYS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-05-09: Form 8-K; Period of report 2012-04-20; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2012-05-01: Form 8-K/A; Period of report 2012-04-03; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2012-04-09: Form 8-K; Period of report 2012-04-03; Description 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 3.02.
- 2012-03-07: Form 8-K; Period of report 2012-03-07; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-05-09 | 8-K | 2012-04-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 20, 2012, O’Charley’s Inc. (the “Company”) notified the NASDAQ Global Select Market (“NASDAQ”) of its intention to file with the Securities and Exchange Commission (the “SEC”) on April 30, 2012, a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 thereby effecting the delisting of the outstanding shares of common stock, no par value, of the Company (the “Shares”) from NASDAQ and the deregistration of the Shares under Section 12(b) of the Exchange Act. | d350128d8k.htm |
| 2012-05-01 | 8-K/A | 2012-04-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 30, 2012, the Company informed NASDAQ that, as a result of the resignation and appointment of certain directors in accordance with the terms of the Merger Agreement (as defined in the Original Filing), as described in Item 5.02 of the Original Filing, the Company is no longer in compliance with NASDAQ Listing Rule 5605(c) (“Rule 5605(c)”) which requires that the audit committee of the Company’s Board of Directors be composed of at least three independent directors. | d342676d8ka.htm |
| 2012-04-09 | 8-K | 2012-04-03 | 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 The disclosure contained in Item 5.01 below is incorporated herein by reference. 5.01 Parent and Merger Sub have advised the Company that, based on information from the depositary for the Offer, as of the completion of the Offering Period and the guaranteed delivery period at 5:00 P.M., New York City time, on Thursday, April 5, 2012, Merger Sub accepted for payment an aggregate of 18,067,581 shares that were validly tendered and not withdrawn, representing approximately 77% of the total Shares on a fully-diluted basis (as defined in the Merger Agreement). 5.02 The Merger Agreement provides that, following the time Merger Sub accepts for payment any Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Acceptance Time”), Parent shall be entitled to designate the number of directors on the Company’s Board of Directors equal to the product of (i) the total number of directors on the Company’s Board of Directors, and (ii) the percentage that the number of Shares owned directly or indirectly by Parent immediately following the Acceptance Time represents out of the total number of Shares outstanding; provided, however, that prior to the effective time of the Merger the Company’s Board of Directors shall always have at least three members of the Company’s Board of Directors who were members of the Company’s Board of Directors as of the effective date of the Merger Agreement. | d331552d8k.htm |
| 2012-03-07 | 8-K | 2012-03-07 | 8.01 Other Events | 8.01 On March 7, 2012, O’Charley’s Inc., a Tennessee corporation (the “Company”), issued a press release announcing the end of the “go-shop” period under the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated February 5, 2012, by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), Fred Merger Sub Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. | d311996d8k.htm |
| 2012-02-06 | 8-K | 2012-02-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 6, 2012, O’Charley’s Inc. (the “Company”) issued a press release announcing its results of operations for the 12-week period ended December 25, 2011 and fiscal 2011. 7.01 On February 6, 2012, the Company issued a press release announcing its results of operations for the 12-week period ended December 25, 2011 and fiscal 2011. | d294780d8k.htm |
| 2012-02-06 | 8-K | 2012-02-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 In connection with the Company’s entry into the Merger Agreement, the Company granted to Merger Sub the Top-Up Option, which under certain circumstances would permit Merger Sub to purchase from the Company, at a price per share equal to the Offer Price, up to that number of newly issued shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent (or any of its subsidiaries) or Merger Sub at the time of exercise of the Top-Up Option, would constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully-diluted basis after giving effect to the issuance of the Top-Up Shares; provided, however, that the Top-Up Option may not be exercised (i) if the number of shares of Company Common Stock subject to the Top-Up Option exceeds the number of authorized and unissued shares of Company Common Stock available for issuance, (ii) if any restraint or law prohibits the exercise of the Top-Up Option or the delivery of the Top-Up Shares; (iii) unless the Offer Closing shall have occurred and (iv) unless, immediately after such exercise, Merger Sub would own more than 90% of the Company Common Stock then outstanding. 7.01 On February 6, 2012, the Company issued a press release announcing the execution of the Merger Agreement. | d294707d8k.htm |