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: June 15, 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.)
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):
__ 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 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On June 15, 2005, the Board of Directors of Nathan's Famous, Inc., a
Delaware corporation (the "Company"), approved an amendment to the Company's
existing Third Amended and Restated Rights Agreement, dated as of December 10,
1999, between the Company and American Stock Transfer & Trust Company, as the
Rights Agent (the "Rights Agreement"). On June 15, 2005, the Company entered
into Amendment No. 1 to the Rights Agreement ("Amendment No. 1"). Amendment No.
1 amends the Rights Agreement to extend the Final Expiration Date of the Rights
to June 19, 2010.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
4.1 Amendment No. 1 to the Rights Agreement, dated as of June 15, 2005, by
and between Nathan's Famous, Inc. and American Stock Transfer & Trust
Company (as the Rights Agent)
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/Wayne Norbitz
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Wayne Norbitz
President
Dated: June 15, 2005