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: July 12, 2005
(Date of earliest event reported)
NATHAN'S FAMOUS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3189 11-3166443
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
1400 Old Country Road, Westbury, New York 11590
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (516) 338-8500
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N/A
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(Former name or former address, if changed since last report.)
Item 1.01. Entry into a Material Definitive Agreement.
On July 12, 2005, Miami Subs Corporation ("MSC"), a wholly-owned subsidiary
of Nathan's Famous, Inc. (the "Registrant") and Donald Perlyn, entered into an
amendment (the "Amendment") to Mr. Perlyn's employment agreement with MSC dated
as of January 15, 1999 ("Employment Agreement"). Mr. Perlyn is employed as
President of MSC and is also an Executive Vice President of the Registrant. The
Registrant is a guarantor of MSC's obligations under the Employment Agreement.
Pursuant to the Amendment, (1) the definition of a competing business has been
expanded so that Mr. Perlyn is prohibited from competing in the business of
selling food products to the foodservice industry and (2) the definition of a
change in control has been changed. The effect of the change in the definition
of change in control is that Mr. Perlyn will be entitled to receive a payment
upon a change in control of Registrant, rather than upon a change in control of
Registrant or MSC. In connection with the execution and delivery of the
Amendment, the Registrant entered into a letter agreement with Mr. Perlyn of
even date pursuant to which the Registrant agreed that upon a sale by it of the
stock of MSC and any termination of the Employment Agreement upon the
consummation of such sale, the Registrant will enter into an employment
agreement with Mr. Perlyn on substantially the same terms and conditions as
those currently contained in the Employment Agreement.
A copy of the Amendment is filed as Exhibit 10.1 hereto and a copy of the
letter agreement is filed as Exhibit 10.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) 10.1 Amendment No. 1 to Employment Agreement between Miami Subs
Corporation and Donald Perlyn dated July 12, 2005
10.2 Letter Agreement between Nathan's Famous, Inc. and Donald Perlyn
SIGNATURE
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, thereunder duly authorized.
NATHAN'S FAMOUS, INC.
By: /s/Ronald DeVos
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Ronald DeVos
Vice-President Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: July 13, 2005
EXHIBIT INDEX
10.1 Amendment No. 1 to Employment Agreement between Miami Subs
Corporation and Donald Perlyn dated July 12, 2005
10.2 Letter Agreement between Nathan's Famous, Inc. and Donald Perlyn