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): May 24, 2012
DIVERSIFIED RESTAURANT HOLDINGS, INC.
(Name of registrant in its charter)
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Nevada
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000-53577
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03-0606420
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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27680 Franklin Road
Southfield, MI 48034
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(Address of principal executive offices)
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Registrant's telephone number: (248) 223-9160
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material Definitive Agreement
On May 24, 2012, Diversified Restaurant Holdings, Inc. and AMC Wings, Inc., its wholly-owned subsidiary (collectively, the “Company”), entered into an Asset Purchase Agreement to acquire substantially all of the assets of Wings 27, LLC, Wings on Mayfair, LLC, Wings in West Allis, LLC, Wings on Water, LLC, Wings on State, LLC, Oscar New Berlin, LLC, Wings on Monona, LLC, Wings East Town, LLC, and Wings Fitchburg, LLC, each of which is a Wisconsin limited liability company (collectively, the “Sellers”). The assets consist primarily of nine Buffalo Wild Wings restaurants operating in Wisconsin (the “Restaurants”). As consideration for acquisition of the Restaurants, the Company will pay $20,000,000 in cash, and Diversified Restaurant Holdings, Inc. will issue 800,000 shares of its common stock to the Sellers with an agreed value of $6.00 per share, for a total agreed value of $4,800,000. Buffalo Wild Wings International, Inc. has a right of first refusal, exercisable during the next 45 days, to acquire the Restaurants on the same terms as proposed in the Asset Purchase Agreement.
Item 5.07 Submission of Matters to Vote of Security Holders
On May 24, 2012, Diversified Restaurant Holdings, Inc. ("DRH") held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, 14,212,097 shares were represented in person or via proxy, representing 75.1% of the shares entitled to be voted at the Annual Meeting and constituting a quorum of the shareholders. The shareholders voted in favor of the two proposals set forth in DRH's Meeting Notice and Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2012 and mailed to the shareholders on or about May 1, 2012.
First, the shareholders voted to elect the following directors:
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Directors
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For
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Withheld
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Abstain/Broker Non-Votes
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T. Michael Ansley
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14,145,327
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0
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66,770
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David G. Burke
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14,145,327
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0
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66,770
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Jay Alan Dusenberry
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14,145,327
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0
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66,770
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Philip Friedman
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14,145,327
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0
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66,770
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David Ligotti
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14,145,327
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0
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66,770
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Joseph M. Nowicki
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14,145,327
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0
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66,770
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Gregory J. Stevens
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14,145,327
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0
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66,770
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Second, the shareholders voted to ratify the appointment of BDO USA, LLP as DRH's independent registered public accounting firm for 2012. The number of votes cast for this proposal were as follows: 14,210,097 For; 0 Withheld; 1,200 Abstentions and Broker Non-Votes.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DIVERSIFIED RESTAURANT
HOLDINGS, INC.
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Dated: May 30, 2012
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By:
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/s/ David G. Burke
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| Name: |
David G. Burke
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| Title: |
Chief Financial Officer (Principal
Financial and Accounting Officer)
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