SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
DAKA INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-3024178
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Corporate Place
55 Ferncroft Road
Danvers, MA 01923-4001
(Address of principal executive offices)
Issuer's telephone number, including area code: (508) 774-9115
CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of Security: Common Stock, par value $.01 per share
2. Number of shares outstanding before the change: 9,415,187
3. Number of shares outstanding after the change: 10,290,887
4. Effective date of change: April 3, 1996
5. Method of change: Issuance of Common Stock in connection with
acquisitions;
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Issuance of Common Stock by DAKA International, Inc. ("DAKA") in
connection with the acquisition by DAKA, through a wholly-owned
subsidiary, Casual Dining Ventures, Inc. ("CDVI"), of common stock, par
value $.01 per share, of Americana Dining Corp. ("ADC"), a
majority-owned subsidiary of CDVI, from certain stockholders of ADC as
described in the Stock Purchase Agreement dated March 18, 1996, by and
among DAKA, CDVI and certain stockholders of ADC. The acquisition was
consummated as of April 1, 1996. Item 3 includes all 162,730 shares of
DAKA Common Stock issued to such former ADC stockholders in exchange
for their shares of ADC common stock.
Issuance of Common Stock by DAKA in connection with the acquisition by
DAKA of all the outstanding capital stock of The Great Bagel and Coffee
Franchising Corp., GBC Credit Company, Gemini Production Facility, Inc.
and The Great Bagel and Coffee Company (four affiliated companies,
collectively, the "Great Bagel Companies") from the stockholders of the
Great Bagel Companies as described in the Stock Purchase Agreement
dated as of March 29, 1996 by and among DAKA, the Great Bagel Companies
and the stockholders of the Great Bagel Companies. The acquisition was
consummated as of April 3, 1996. Item 3 includes all 339,236 shares of
DAKA Common Stock issued to former stockholders of the Great Bagel
Companies in exchange for the outstanding capital stock of the Great
Bagel Companies.
In addition, 1,003,734 shares of Common Stock (which had previously
been reserved for issuance and which were included in DAKA's 1995
Annual Report to Stockholders in the calculation of fully diluted
earnings per share) were issued in connection with the conversion of
certain convertible subordinated notes that were called for redemption
by DAKA on April 4, 1996. DAKA had disclosed in Note 1 of the Notes to
Consolidated Financial Statements in its 1995 Annual Report to
Stockholders that shares of Common Stock were issuable upon conversion
of such convertible subordinated notes.
Date: April 12, 1996
/s/Charles W. Redepenning, Jr.
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Charles W. Redepenning, Jr.
Senior Vice President, General
Counsel and Secretary
