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
October 13, 1998
Date of Report (Date of earliest event reported)
APPLE SOUTH, INC.
(Exact name of registrant as specified in its charter)
`
Georgia Commission File No. 0-19542 59-2778983
- ------------------------ ------------------------------- -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
Hancock at Washington
Madison, Georgia 30650
- ------------------------ -------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (706) 342-4552
<PAGE>
Item 5. OTHER EVENTS
Apple South, Inc. (the "Company") filed Articles of Restatement with the
Secretary of State of Georgia effective October 13, 1998, which amended and
restated the Company's Articles of Incorporation to change the Company's name to
Avado Brands, Inc. In addition, the Company is changing its trading symbol on
the Nasdaq National Market for its common stock to "AVDO".
Page 2
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
3(i).1 Articles of Restatement containing the Restated Articles of
Incorporation of the Registrant, as amended and restated on October
13, 1998.
Page 3
<PAGE>
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 hereunto duly authorized.
APPLE SOUTH, INC.
(Registrant)
Date: October 13, 1998 By: /s/ Philip L. Ammons
---------------------------
Philip L. Ammons
Chief Accounting Officer
Page 4
ARTICLES OF RESTATEMENT
OF
APPLE SOUTH, INC.
1. The name of the Corporation is Apple South, Inc. (the "Corporation").
2. The Articles of Incorporation of the Corporation have been amended and
restated as set forth in text of the Restated Articles of Incorporation annexed
hereto (the "Restated Articles of Incorporation") and made a part hereof.
3. The Restated Articles of Incorporation contain an amendment to Article I
which changes the Corporation's name to:
Avado Brands, Inc.
4. The Restated Articles of Incorporation do not contain an amendment to
the Corporation's Articles of Incorporation requiring shareholder approval.
5. The Board of Directors of the Corporation have adopted the Restated
Articles of Incorporation.
6. The effective time and date of these Articles of Restatement are:
12:01 a.m. on October 13, 1998
7. Pursuant to O.C.G.A. Section 14-2-1006.1, the Corporation has complied
with all requirements for publication of a notice of change of corporate name
and payment therefor has been made.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Restatement to be executed by its duly authorized officer as of October 7 ,
1998.
APPLE SOUTH, INC.
By: /s/ John G. McLeod, Jr.
John G. McLeod, Jr., Secretary
1
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
AVADO BRANDS, INC.
ARTICLE ONE
NAME
The name of the corporation is Avado Brands, Inc.
ARTICLE TWO
CAPITALIZATION
The corporation shall have the authority, exercisable by its Board of
Directors, to issue up to 75,000,000 shares of voting common stock, $.01 par
value per share (the "Common Stock"), and 10,000,000 shares of a special class
of stock, $.01 par value per share (the "Special Stock"), any part or all of
which shares of Special Stock may be established and designated from time to
time by the Board of Directors, in such series and with such preferences,
limitations, and relative rights as may be determined by the Board of Directors.
The holders of the outstanding shares of a class of stock shall not be entitled
to vote as a separate class upon a proposed amendment to these Articles of
Incorporation that is solely for the reason of increasing or decreasing the
aggregate number of authorized shares of such class, and the number of such
shares may be increased or decreased without such a vote, subject to such vote
as shall otherwise be required by applicable law for the amendment of these
Articles of Incorporation.
ARTICLE THREE
LIMITATION ON DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the duty of
care or any other duty as a director, except that such liability shall not be
eliminated for:
(i) any appropriation, in violation of a director's duties, of any business
opportunity of the corporation;
(ii) acts or omissions that involve intentional misconduct or a knowing
violation of law;
(iii) liability under Section 14-2-832 (or any successor provision or
redesignation thereof) of the Georgia Business Corporation Code; and
(iv) any transaction from which the director received an improper personal
benefit.
If at any time the Georgia Business Corporation Code (the "Code") shall
have been amended to authorize the further elimination or limitation of the
liability of a director, then the liability of each director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Code, as
so amended, without further action by the shareholders, unless the provisions of
the Code, as amended, require further action by the shareholders.
Any repeal or modification of the foregoing provisions of this Article Four
shall not adversely affect the elimination or limitation of liability or alleged
liability pursuant hereto of any director of the corporation for or with respect
to any alleged act or omission of the director occurring prior to such a repeal
or modification.
2
<PAGE>
ARTICLE FOUR
PREEMPTIVE RIGHTS
The shareholders of the corporation do not have a preemptive right to
acquire the corporation's unissued or treasury shares.
IN WITNESS WHEREOF, the Corporation has caused these Restated Articles of
Incorporation to be executed by its duly authorized officer.
APPLE SOUTH, INC.
By: /s/ John G. McLeod, Jr.
John G. McLeod, Jr., Secretary
3
