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 (date of earliest event reported): MARCH 2, 1999
MIAMI SUBS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 0-19623 65-0249329
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
6300 N.W. 31ST AVENUE, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 973-0000
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Page 1 of 4 pages
Exhibit Index at Page 2
ITEM 5. OTHER EVENTS.
Miami Subs Corporation (the "Registrant") reported in a press release
dated March 4, 1999 that due to the denial by the Nasdaq Listing
Qualifications Panel (the "Panel") of the Company's request to extend the
period of time to comply with the final condition specified by the Panel to
maintain its listing on the Nasdaq Small Cap Market, trading in its common
stock on such market ceased as of the close of business on March 2, 1999. The
Company's common stock commenced trading on the OTC Bulletin Board on March 3,
1999.
Nasdaq's notification followed the December 23, 1998 decision of the
Panel modifying the conditions of a temporary exception to Nasdaq's continued
listing requirements granted the Registrant on November 6, 1998. The
Registrant satisfied all other conditions of the Panel except for the
condition to hold an annual shareholders' meeting prior to March 1, 1999. The
Company sought to include a proposal relating to the proposed merger with
Nathan's Famous, Inc. in the proxy statement for that meeting, but the parties
to the merger were unable to complete the required due diligence, SEC filing,
fairness opinions, and notice to shareholders relating to the merger in time
to meet the March 1, 1999 deadline.
The Company has appealed the Panel's decision so that, if the merger is
not consummated, the Company could then be in a position to formally request
the reinstatement of its stock to its former Nasdaq listing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless
otherwise noted.
EXHIBIT INDEX
99.1 Press Release of Miami Subs Corporation dated March 4, 1999.
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.
MIAMI SUBS CORPORATION
Date: March 5, 1999 By: /s/ Jerry W. Woda
JERRY W. WODA
Senior Vice President,
Chief Financial Officer,
and Principal Accounting
and Financial Officer
Page 2
99.1
March 4, 1999 Contact: Donald L. Perlyn
For Immediate Release Jerry W. Woda
(954) 973-0000
MIAMI SUBS CORPORATION COMMON STOCK TO TRADE
ON THE OTC BULLETIN BOARD PENDING COMPLETION
OF MERGER WITH NATHAN'S FAMOUS, INC.
Fort Lauderdale, Florida, March 4, 1999...Miami Subs Corporation announced
today due to the denial by the Nasdaq Listing Qualifications Panel (the
"Panel") of the Company's request to extend the period of time to comply with
the final condition specified by the Panel, that trading in its common stock
was moved to the OTC Bulletin Board.
"The Company was seeking an extension from a requirement to hold a
shareholders' meeting to approve the proposed merger with Nathan's prior to
March 1, 1999," stated Donald L. Perlyn, president and chief operating officer
of Miami Subs. "It simply became impossible for both companies to complete
the required due diligence, SEC filing, proxy statement, fairness opinions,
and notice to shareholders in time to meet the March 1, 1999 deadline. Since
we were in full compliance with all the other Nasdaq requirements, we fully
expected to receive the requested extension, and we are obviously
disappointed," continued Perlyn. "Now the Company's common stock will trade
on the OTC Bulletin Board under our existing symbol "SUBS" until the merger is
consummated."
Pending completion of the merger, Perlyn indicated that the Company planned to
appeal the Panel's decision so that, if the merger does not occur, the Company
could then be in a position to formally request the reinstatement of its stock
to its former Nasdaq listing.
Effective January 15, 1999, Miami Subs and Nathan's Famous, Inc. entered into
a definitive merger agreement pursuant to which Nathan's will acquire the
issued and outstanding shares of common stock of Miami Subs in exchange for
common stock of Nathan's having a market price of $2.068 per share at closing
but no more than one share of Nathan's common stock for each two shares of
common stock of Miami Subs. Shareholders of Miami Subs will also receive
warrants to purchase Nathan's common stock which have an exercise price of
$6.00 per share at the rate of one warrant for each four shares of Nathan's
common stock received by Miami Subs shareholders.
Miami Subs Corporation currently operates and franchises 192 restaurants
located in 16 states, Puerto Rico, Peru, the Dominican Republic, and Ecuador.
- more -
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This press release contains certain forward-looking statements that involve
significant risks and uncertainties. Such forward-looking statements are
based on management's belief as well as assumptions made by, and information
currently available to, management pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those expressed or implied by the forward-looking
statements contained herein. The Company undertakes no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date of this release
or the occurrence of other unanticipated events.
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