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): September 12, 2007
NATHAN'S
FAMOUS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-3189
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11-3166443
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(State
of Incorporation)
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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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1400
Old Country Road, Westbury, New
York
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11590
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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Registrant's
telephone number including area code (516)
338-8500
N/A
(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-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item
1.01. |
Entry
into a Material Definitive
Agreement.
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At
the
2007 Annual Meeting of Stockholders held on September 12, 2007, the stockholders
of the Registrant approved the proposed amendment to the Registrant’s 2001 Stock
Option Plan, as amended (the “2001 Plan”) to increase by 275,000 the number of
shares available under the 2001 Plan.
The
principal features of the 2001 Plan are summarized below but the summary is
qualified in its entirety by the full text of the 2001 Plan.
Stock
Subject to the 2001 Plan
The
2001
Plan provides for the grant of options to purchase up to 625,000 shares of
common stock under the 2001 Plan; however, after giving effect to previous
grants under the 2001 Plan and the amendment, as of the date of this filing
up
to 278,500 shares were available for grant. If an option under the 2001 Plan
expires or terminates without being exercised in full, such shares will again
be
available for future issuance under the plan. The number of shares issuable
is
subject to adjustment upon the occurrence of certain events, including stock
dividends, stock splits, mergers, consolidations, reorganizations,
recapitalizations, or other capital adjustments.
Administration
of the 2001 Plan
The
2001
Plan is administered by the Registrant’s Compensation Committee, which is
comprised of no fewer than two “non-employee directors,” as defined in the
Securities Exchange Act of 1934.
Subject
to the terms of the 2001 Plan, the Compensation Committee may determine and
designate the individuals who are to be granted stock options under the 2001
Plan, the number of shares to be subject to options and the nature and terms
of
the options to be granted. The Board or the Compensation Committee may, at
any
time, amend or terminate the 2001 Plan consistent with its terms. The
Compensation Committee also has authority to interpret the 2001 Plan. The
Compensation Committee does not have the right to reprice any outstanding
options without the affirmative vote of a majority of the stockholders voting
on
the repricing proposal.
Participants
The
Registrant’s officers, directors, employees and consultants, as well as those of
its subsidiaries or affiliates, are eligible to participate in the 2001
Plan.
Terms
of Awards
The
options granted under the 2001 Plan are non-qualified stock options. The
exercise price for the options is the fair market value of the common stock
on
the date of grant of the stock option. The exercise price of outstanding options
is subject to adjustment upon the occurrence of certain events, including stock
dividends, stock splits, mergers, consolidations, reorganizations,
recapitalizations, or other capital adjustments. The 2001 Plan permits the
grant
of stock options having a term of up to five years.
Stock
options granted under the 2001 Plan may become exercisable in one or more
installments in the manner and at the time or times specified by the
Compensation Committee. Unless otherwise provided by the Compensation Committee
at the time of grant, and except in the manner described below upon the death
or
total disability of the optionee, a stock option may be exercised only in
installments as follows: up to one-half of the subject shares on and after
the
first anniversary of the date of grant, and up to all of the subject shares
on
and after the second anniversary of the date of the grant of such option, but
in
no event later than the expiration of the term of the option.
Upon
the
exercise of a stock option, optionees may pay the exercise price in cash, by
certified or bank cashiers check, in shares of common stock valued at fair
market value on the day of exercise, with a combination of cash and stock,
or
under any cashless exercise program implemented by the Registrant, as determined
by the Compensation Committee. At the discretion of the Compensation Committee,
an optionee may elect to pay the exercise price by selling shares acquired
upon
exercise of an option, under which arrangement the optionee would remit to
the
Registrant a sufficient portion of the sale proceeds to pay the exercise price
and any tax withholding resulting from such exercise.
With
regard to employees, a stock option is exercisable during the optionee’s
lifetime only by him and cannot be exercised by him unless, at all times since
the date of grant and at the time of exercise, he is employed by the Registrant,
any parent corporation or any of the Registrant’s subsidiaries or affiliates,
except that, upon termination of his employment (other than (1) by death, (2)
by
total disability followed by death in the circumstances provided below, or
(3)
by total disability), he may exercise an option for a period of three months
after his termination but only to the extent such option is exercisable on
the
date of such termination.
Upon
termination of all employment by total disability, the optionee may exercise
such options at any time within one year after his or her termination, but
only
to the extent such option is exercisable on the date of such
termination.
In
the
event of the death of an optionee (1) while an employee, or an employee of
any
parent corporation or any subsidiary or affiliate, (2) within three months
after
termination of all employment with the Registrant, any parent corporation or
any
subsidiary or affiliate (other than for total disability), or (3) within one
year after termination on account of total disability of all employment with
the
Registrant, any parent corporation or any subsidiary or affiliate, the
optionee’s estate or any person who acquires the right to exercise such option
by bequest or inheritance or by reason of the death of the optionee may exercise
the optionee’s option at any time within the period of two years from the date
of death. In the case of clauses (1) and (3) above, the option shall be
exercisable in full for all the remaining shares covered by it, but in the
case
of clause (2), the option shall be exercisable only to the extent it was
exercisable on the date of such termination of employment.
With
regard to non-employees, the vesting of the optionee’s right to exercise shall
be determined by the Compensation Committee in the Option Agreement with the
optionee.
Change
in Control
In
the
event of a “change in control,” at the option of the Board or the Compensation
Committee, all options outstanding on the date of the change in control may
become immediately and fully exercisable; an optionee will be permitted to
surrender for cancellation any option granted more than six months prior to
the
date of surrender and receive a cash payment of the amount, if any, by which
the
fair market value of the option shares surrendered exceeds the option exercise
price.
For
the
purposes of the 2001 Plan, a change in control is defined as
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a
change in control as such term is presently defined in Regulation
240.12b-(f) under the Securities Exchange Act of 1934;
or
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if
any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) other than Nathan’s, or any “person” who on the date of the
adoption of the 2001 Plan is a director or officer of Nathan’s, becomes
the “beneficial owner” (as defined in Rule 13(d)-3 under the Exchange Act)
directly or indirectly, of securities representing twenty percent
(20%) or
more of the voting power of the Registrant’s then outstanding securities;
or
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if
during any period of two (2) consecutive years during the term of
the 2001
Plan, individuals who at the beginning of such period constitute
the Board
of Directors, cease for any reason to constitute at least a majority
of
the board.
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Tax
Withholding
The
Compensation Committee may condition the delivery of any shares of stock or
other amounts under the 2001 Plan on satisfaction of the applicable withholding
obligations. The Compensation Committee, in its discretion, may permit such
satisfaction through cash payment or the surrender by the participant of a
sufficient number of shares of common stock.
Transferability
Any
options granted under the 2001 Plan may not be sold, pledged, hypothecated,
transferred or disposed of in any manner other than by will or by the laws
of
descent or distribution, or as may be permitted by the Board or the Compensation
Committee.
A
copy of
the 2001 Stock Option Plan, as modified, is filed as Exhibit 10.1
hereto.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
10.1 2001
Stock Option Plan, as amended
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.
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NATHAN'S FAMOUS, INC. |
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By: /s/ Ronald
DeVos |
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Ronald
DeVos |
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Vice-President
Finance
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
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Dated:
September 12, 2007