<PAGE>
THIS PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901 (d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) July 17, 1996
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STACEY'S BUFFET, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA
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(State or Other Jurisdiction of Incorporation)
000-16791 59-2736736
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(Commission File Number) (IRS Employer Identification No.)
801 West Bay Drive, Suite #704, Largo, Florida 34640
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(Address of Principal Executive Offices) (Zip Code)
(813) 581-4492
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN FORM 8-K
Item 1. Change in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Company has implemented 5 for 1 reverse
stock split. See Amendment to Articles of
Incorporation of Stacey's Buffet, Inc. attached
as EXHIBIT "EX-3.(i)".
See the press release dated June 28, 1996 attached
as EXHIBIT "EX-99 Press Release 6/28/96" and the
press release dated July 16, 1996 attached
as EXHIBIT "EX-99 Press Release 7/16/96".
Item 6. Resignation of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
Stacey's Buffet, Inc., a Florida Corporation
Date: July 18, 1996 /s/ Daniel J. Sullivan
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Daniel J. Sullivan
Chief Financial Officer
<PAGE>
AMENDMENT TO
ARTICLES OF INCORPORATION OF
STACEY'S BUFFET, INC.
WHEREAS, the following amendment to Articles of Incorporation of
Stacey's Buffet, Inc. (the "Corporation") was approved by all of the directors
and a majority of the stockholders of the Corporation pursuant to the
provisions of Florida Statutes, Section 607.181(1) on May 6, 1996 and June 21,
1996, respectively.
WHEREAS, the approval of the Secretary of State of Florida of the
proposed amendment hereinafter set forth is hereby requested;
NOW THEREFORE, the Articles of Incorporation of the Corporation are
hereby amended by deleting in its entirety the present Article V and by
substituting therefor the following:
"Article V
Capital Stock
Each outstanding share of Common Stock, $.01 par value per share, of the
Corporation (the "Old Common Stock"), shall be changed into and reclassified
as .2 (2/10ths) shares of Common Stock, $.01 par value per share of the
Corporation (the "New Common Stock").
Upon the effective filing hereof, the conversion of the issued and
outstanding shares of Old Common Stock into issued and outstanding shares of
New Common Stock shall occur automatically without any further action by the
holders of such shares of Old Common Stock and whether or not the certificates
representing the shares of Old Common Stock are surrendered to the
Corporation; provided, however, that the Corporation shall not be obligated to
issue certificates evidencing the shares of New Common Stock issuable upon
such conversion unless certificates evidencing such shares of Old Common Stock
which have been converted are either delivered to the Corporation, as
hereinafter provided, or the holder notifies the Corporation that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection therewith.
Upon the occurrence of the automatic conversion of the Old Common Stock,
the holders of Old Common Stock shall surrender the certificates representing
such shares to the transfer agent for the Corporation. Thereupon, there shall
be issued and delivered to such holder, in the name shown on such surrendered
certificate or certificates, a certificate or certificates for the number of
shares of New Common Stock into which the shares of Old Common Stock
surrendered are convertible, dated as of the date on which such automatic
conversion occurs, with all fractional shares of New Common Stock to be
retired by the Corporation by paying cash for each fraction of a share of New
Common Stock in an amount to be determined on the basis of the average closing
price of the Old Common Stock for the ten trading days immediately preceding
the effective filing hereof.
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The total number of shares of capital stock authorized to be issued by
the Corporation shall be 25,000,000 shares of Common Stock having a par value
of $.01 per share. Each of the said shares of stock shall entitle the holder
thereof to one (1) vote upon each matter properly submitted to the
stockholders at any meeting of the stockholders. All or any part of said
capital stock may be paid for in cash, in property or in labor or services
actually performed for the Corporation and valued at a fair valuation to be
fixed by the Board of Directors at a meeting called for such purpose. All
stock when issued shall be paid for and shall be nonassessable.
In the election of directors of the Corporation there shall be no
cumulative voting of the stock entitled to vote at such election."
IN WITNESS WHEREOF, this Amendment to Articles of Incorporation is
hereby executed on behalf of the Corporation by its Chief Executive Officer
and Secretary this 11th day of July, 1996.
STACEY'S BUFFET, INC.
By: /s/ Stephen J. Marrier
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Stephen J. Marrier
Chief Executive Officer
By: /s/ Maureen A. Jack
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Maureen A. Jack
Secretary
STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE
In Providence, on this 11th day of July, 1996, before me personally
appeared Stephen J. Marrier, to me known and known by me to be the Chief
Executive Officer of Stacey's Buffet, Inc., and the person executing the
foregoing instrument on behalf of Stacey's Buffet, Inc., and he acknowledged
said instrument by him so executed to be his free act and deed in such
capacity and the free act and deed of Stacey's Buffet, Inc.
/s/ Meride J. Dooriss
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Notary Public
MERIDE J.DOORISS, Notary Public
My Commission Expires September 26, 1996
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(Print, Type or Stamp Name)
My commission expires:
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 12th day of
July, 1996, by Maureen A. Jack, as Secretary of Stacey's Buffet, Inc., a
Florida corporation, on behalf of the corporation. She is personally known to
me or has produced _____________________ as identification.
/s/ Janet L. Davis
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Notary Public
JANET L. DAVIS
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(Print, Type or Stamp Name)
My commission expires:
Dec. 2, 1996
<PAGE>
FOR IMMEDIATE RELEASE SYMBOL:SBUF
JUNE 28, 1996 TRADED:NASDAQ/NMS
STACEY'S BUFFET ANNOUNCES SHAREHOLDER APPROVAL
OF ONE-FOR-FIVE STOCK SPLIT AND NASDAQ SMALLCAP LISTING
Largo, Florida, June 28, 1996 -- Stacey's Buffet, Inc. (Nasdaq: "SBUF";
after July 2, 1996, "SBUFC") announced today that its stockholders had approved
a proposed reverse-stock-split of its common shares on a one for five basis.
In addition, the Company announced that effective July 2, 1996, its
common stock will be traded on the Nasdaq SmallCap Market under the symbol
"SBUFC." The Company's outstanding warrants will be traded, as of that date,
under the symbol "SBUFWC." Upon the effective date of the reverse-stock-split,
which is required by the Nasdaq to be implemented by July 15, 1996, the
Company's stock symbols will revert to "SBUF" and "SBUFW." The conditional
nature of the listing of the Company's securities on the Nasdaq SmallCap Market
results from the fact that the Company does not meet the minimum bid price
requirement of $1.00 per share. The reverse-stock-split is intended to remedy
this matter, and the Company believes it can cause the reverse-stock-split to
be effective on or before the July 15, 1996 deadline, although they can be no
assurance that it will do so.
Stacey's Buffet, Inc. currently operates 27 family-style restaurants in
Florida, New York, New Jersey, Maryland and Pennsylvania and licenses seven
additional stores in the State of Florida.
For additional information contact:
Maureen Jack
Stacey's Buffet, Inc.
(813)581-4492, ext. #12
<PAGE>
FOR IMMEDIATE RELEASE TRADED:NASDAQ
LARGO, FLORIDA SYMBOL:SBUFC
STACEY'S BUFFET ANNOUNCES EFFECTIVE DATE OF REVERSE SPLIT
Largo, Florida, July 16, 1996 -- Stacey's Buffet, Inc. announced today
that the one-for-five reverse split approved by its shareholders will become
effective with the opening of trading on Wednesday, July 17, 1996 under the
symbol SBUCD.
Stacey's Buffet, Inc. currently operates 27 family-style restaurants in
Florida, New York, New Jersey, Maryland and Pennsylvania and licenses seven
additional stores in the State of Florida.
For additional information contact:
Maureen Jack
Stacey's Buffet, Inc.
813-581-4492, ext. #12
