Attached files
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| EX-10.1 - LUBYS INC | v189478_ex10-1.htm |
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): June 23, 2010
Luby's,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-8308
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74-1335253
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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13111
Northwest Freeway, Suite 600
Houston,
TX 77040
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(Address
of principal executive offices, including zip
code)
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(713)
329-6800
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(Registrant's
telephone number, including area
code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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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.
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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.
As
previously reported, Luby's, Inc. (the "Company") will purchase substantially
all of the assets of Fuddruckers, Inc., Magic Brands, LLC and certain of their
affiliates (collectively, "Fuddruckers") for approximately $61 million of
cash. The Company will also assume certain of Fuddruckers'
obligations, real estate leases and contracts and will pay an additional
$2.45 million of cash if it does not assume certain specified
contracts. The Company will fund the purchase from cash and an
expansion of its credit facility.
On June
23, 2010, the United States Bankruptcy Court for the District of Delaware
approved the sale of substantially all of the assets of Fuddruckers to the
Company.
On
June 23, 2010, the Company entered into an asset purchase agreement (the
"Agreement") with Fuddruckers. The Company and Fuddruckers have made
customary representations, warranties and covenants in the Agreement, which is
subject to termination by either the Company or Fuddruckers upon the occurrence
of specified events. The transaction is expected to close on or
before July 26, 2010, subject to the satisfaction or waiver of various
conditions. The foregoing description of the terms of the Agreement
is qualified in its entirety by reference to such Agreement, which is filed with
this report as Exhibit 10.1.
The
Agreement has been filed with this report to provide investors and security
holders with information regarding its terms. It is not intended to
provide any other factual information about the Company or
Fuddruckers. The representations, warranties and covenants contained
in the Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to important limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between
the parties in connection with the execution of the Agreement. The
representations and warranties may have been made for the purposes of allocating
contractual risk between the parties to the agreement instead of establishing
these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to
investors.
Forward-Looking
Statements
This
report contains statements that are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All
statements contained in this report, other than statements of historical fact,
are "forward-looking statements" for purposes of these provisions, including
statements regarding the Company's plans to acquire substantially all of the
assets of Fuddruckers, Inc., Magic Brands, LLC and certain of their affiliates
and the timing of the closing. These statements involve risks and
uncertainties that could cause actual results to differ materially depending on
a variety of important factors, and there can be no assurance that the Company
will be able to consummate the acquisition on the terms described or at
all. Factors that might cause or contribute to such differences
include, but are not limited to, the failure of Fuddruckers to satisfy the
closing conditions and the risk factors detailed in the Company's annual reports
on Form 10-K and quarterly reports on Form 10-Q that the Company files
with the Securities Exchange Commission ("SEC") from time to
time. The Company's SEC filings are available from the Company and
are also available at the SEC's website at http://www.sec.gov. In
addition, factors that the Company is not currently aware of could harm the
Company's future operating results. You are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date of
this report. The Company undertakes no obligation to make any
revisions to the forward-looking statements or to reflect events or
circumstances after the date of this report.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits. The
following exhibit is filed herewith:
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Exhibit
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Number
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Description
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10.1
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Asset
Purchase Agreement, dated as of June 23, 2010, by and among Luby's, Inc.,
Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc.,
R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White
Marsh,
LLC.
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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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Date: June
29, 2010
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LUBY'S,
INC.
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By:
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/s/ Christopher J.
Pappas
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Christopher
J. Pappas
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.1
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Asset
Purchase Agreement, dated as of June 23, 2010, by and among Luby's, Inc.,
Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc.,
R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White
Marsh, LLC.
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