SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2012
(Exact name of registrant as specified in its charter)
Commission File Number: 0-18629
3038 Sidco Drive
Nashville, Tennessee 37204
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
¨ Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
On April 20, 2012, OCharleys 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. Upon the effectiveness of this Form 25 filing, the Company will file a Form 15 with the SEC to suspend its duty to file reports under Sections 13 and 15(d) of the Exchange Act and to deregister its common stock under Section 12 of the Exchange Act.
A copy of the press release announcing the Companys intention to delist and deregister the Shares is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
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.
Date: May 9, 2012