UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Main Street Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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11-2948370 |
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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5050 N. 40th Street, Suite 200 |
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Phoenix, Arizona
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85018 |
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(Address of principal executive offices)
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which |
to be so registered
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each class is to be registered |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), please check the following
box. ¨
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box. þ
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of class)
(Title of class)
TABLE OF CONTENTS
The undersigned registrant, Main Street Restaurant Group, Inc. (the Company), hereby
amends and supplements the Companys Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on May 24, 2005 (the Form 8-A). Capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in the Form 8-A.
Item 1. Description of Registrants Securities to be Registered.
The response to Item 1 of the Form 8-A is hereby amended by adding the following after the
last paragraph thereof:
On May 19, 2006, the Company and Computershare Trust Company, Inc. entered into an amendment
(the Amendment) to the Rights Agreement, dated as of May 23, 2005, between the Company and
Computershare Trust Company, Inc. (as amended, the Rights Agreement). The Amendment was entered
into in connection with the execution of an Agreement and Plan of Merger among the Company, Briad
Main Street, Inc., and Main Street Acquisition Corporation, dated as of May 19, 2006 (the Merger
Agreement). Pursuant to the Merger Agreement, Main Street Acquisition Corporation commenced an
offer to purchase all of the outstanding shares of the Companys common stock (the Offer), and,
following such acquisition, Main Street Acquisition Corporation will be merged with and into the
Company (the Merger).
The effect of the Amendment was to permit the execution of the Merger Agreement and the
performance of the transactions contemplated by the Merger Agreement, including the Offer and the
Merger, without triggering a separation or exercise of the Rights (as defined in the Rights
Agreement) or any adverse event under the Rights Agreement.
The Amendment generally provides that (i) none of Briad Main Street, Inc., Main Street
Acquisition Corporation, or any of their respective shareholders, affiliates, or associates, shall
be deemed to be an Acquiring Person (as defined in the Rights Agreement) by reason of (1) the
approval, execution, or delivery of the Merger Agreement, (2) the announcement, commencement, or
consummation of the Offer or the Merger, or (3) the consummation of any other transactions
specifically contemplated by the Merger Agreement; (ii) no Distribution Date (as defined in the
Rights Agreement), no Flip-In Event (as defined in the Rights Agreement), no event described in
Section 13 of the Rights Agreement, and no Shares Acquisition Date (as defined in the Rights
Agreement) shall occur, or be deemed to occur, and no Rights shall be exercisable under the Rights
Agreement, by reason of (1) the approval, execution, or delivery of the Merger Agreement, (2) the
announcement, commencement, or consummation of the Offer or the Merger, or (3) the consummation of
any other transactions specifically contemplated by the Merger Agreement; and (iii) the Rights
Agreement shall expire upon the Effective Time (as defined in the Merger Agreement) of the Merger.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Amendment, which is filed herewith as Exhibit
4.5 and is incorporated herein by reference.