FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHECKERS DRIVE-IN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-1654960
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(State of incorporation (IRS Employer
or organization) Identification No.)
600 Cleveland Street, Eighth Floor
Clearwater, Florida 34615
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to Purchase Common Stock, expiring December 22, 2000
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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This registration statement relates to the registration with the
Securities and Exchange Commission of warrants (the "Warrants") to purchase
shares of common stock, par value $0.001 per share (the "Common Stock"), of
Checkers Drive-In Restaurants, Inc., a Delaware corporation (the "Registrant").
DESCRIPTION OF THE WARRANTS
The following is a brief summary of the material terms of the Warrants and
the Warrant Agreement under which the Warrants were issued. The form of Warrant
and the Warrant Agreement are attached to this Registration Statement as
exhibits and are incorporated herein by this reference. The descriptions of the
terms of the Warrant and the Warrant Agreement are qualified in their entirety
by reference to the form of Warrant and the Warrant Agreement.
The Warrants were issued in connection with the settlement of a class
action lawsuit, entitled RICHARD LOPEZ, ET AL., V. CHECKERS DRIVE-IN
RESTAURANTS, INC., ET AL., filed in the United States District Court for the
Middle District of Florida, Tampa Division, Case No. 94-282-CIV-T-17C, to a
group of approximately 12,000 plaintiffs. The issuance, division, transfer,
exchange and exercise of the Warrants is governed by the terms and conditions of
the Warrant Agreement, dated March 11, 1997, between the Registrant and
ChaseMellon Shareholder Services, L.L.C., of Pittsburgh, Pennsylvania
("ChaseMellon"). ChaseMellon serves as the warrant agent under the Warrant
Agreement as well as the registered transfer agent for the Warrants.
The Warrants provide for the purchase of a total of 5,100,000 shares of
Common Stock at a price of $1.375 per share. The Warrants are freely
transferable and are expected to be listed for trading on the Nasdaq Stock
Market's National Market.
On or before November 22, 2000, the Registrant is required to prepare,
file and have declared effective by the Securities and Exchange Commission
("SEC"), a registration statement under the Securities Act of 1933 (the
"Registration Statement") registering the shares of Common Stock underlying the
Warrants for issuance upon exercise of the Warrants. Provided that the
Registration Statement is declared effective by the SEC on or before November
22, 2000, holders of the Warrants may exercise the Warrants at any time during
the period from November 22, 2000 through December 22, 2000 (the "Expiration
Date"). Unless the Expiration Date is extended as described below, the Warrants
will expire and be cancelled at 4:00 p.m. on December 22, 2000, and thereafter a
holder of a Warrant will have no right to purchase Common Stock. The Company may
delay the filing of the Registration Statement or the declaration of the
effectiveness thereof under certain conditions, and after the Registration
Statement is declared effective, the Company may suspend effectiveness and the
right of holders to exercise the Warrants under certain circumstances; however,
in any such event, the Expiration Date will be extended to provide the holders
of the Warrants with at least a thirty-day period during which they may exercise
their Warrants.
The number of shares of Common Stock which may be purchased under the
Warrants, as well as the exercise price, are subject to adjustment from time to
time under certain circumstances, including upon the payment of stock dividends,
or the subdivision or combination of the outstanding shares of Common Stock. In
the event of a merger of the Company into another corporation, each holder of a
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Warrant will have the right thereafter, upon payment of the exercise price in
effect immediately prior to the merger, to purchase the kind and amount of
securities or property which he would have owned or been entitled to receive
after the happening of such merger had the Warrant been exercised immediately
prior to such action.
Until a Warrant is exercised, the holder of the Warrant has none of the
rights of a stockholder of the Registrant, such as the right to vote or receive
dividends.
DESCRIPTION OF THE COMMON STOCK
The description of the Common Stock set forth under the caption
"Description of Checkers Capital Stock" at page 73 of the Prospectus contained
in the Registrant's Registration Statement on Form S-1, filed with the
Securities and Exchange Commission on April 22, 1996 (File No. 333-3802), is
incorporated herein by reference.
ITEM 2. EXHIBITS.
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Description
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1.1 Specimen of Warrant Certificate.
1.2 Specimen of Common Stock Certificate, as filed with the Commission as
Exhibit 4.3 to the Amendment No. 1 to the Registrant's Registration
Statement on Form S-1, filed with the Commission on November 8, 1991
(File No. 33-42996), is hereby incorporated herein by this reference.
2.1 Restated Certificate of Incorporation of Registrant, as filed with the
Commission as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, filed with the Commission on September 26, 1991 (File No.
33-42996), is hereby incorporated herein by this reference.
2.2 Certificate of Amendment to Restated Certificate of Incorporation of
Registrant, as filed with the Commission as Exhibit 3 to the
Registrant's Form 10-Q for the quarter ended June 30, 1993, is hereby
incorporated herein by this reference.
2.3 Certificate of Designation of Series A Preferred Stock of the
Registrant, dated February 12, 1997, as filed with the Commission as
Exhibit 3.1 to the Registrant's Form 8-K, dated February 19, 1997, is
hereby incorporated herein by this reference.
2.4 Warrant Agreement dated as of March 11, 1997, between the Registrant and
ChaseMellon Shareholder Services, L.L.C., as Warrant Agent, as filed
with the Commission as Exhibit 10.38 to the Registrant's Form 10-K for
the year ended December 30, 1996, is hereby incorporated herein by this
reference.
2.5 Bylaws of Registrant, as amended through February 16, 1995, as filed
with the Commission as Exhibit 3.3 to the Registrant's Form 10-Q for the
quarter ended March 27, 1995, are hereby incorporated herein by this
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned hereunto duly authorized.
CHECKERS DRIVE-IN RESTAURANTS, INC.
By: /s/ Joseph N. Stein
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Joseph N. Stein, Executive Vice President,
Chief Financial Officer and Chief
Administrative Officer
Dated: May 12, 1997
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EXHIBIT INDEX
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Description
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1.1 Specimen of Warrant Certificate.
1.2 Specimen of Common Stock Certificate, as filed with the Commission as
Exhibit 4.3 to the Amendment No. 1 to the Registrant's Registration
Statement on Form S-1, filed with the Commission on November 8, 1991
(File No. 33-42996), is hereby incorporated herein by this reference.
2.1 Restated Certificate of Incorporation of Registrant, as filed with the
Commission as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, filed with the Commission on September 26, 1991 (File No.
33-42996), is hereby incorporated herein by this reference.
2.2 Certificate of Amendment to Restated Certificate of Incorporation of
Registrant, as filed with the Commission as Exhibit 3 to the
Registrant's Form 10-Q for the quarter ended June 30, 1993, is hereby
incorporated herein by this reference.
2.3 Certificate of Designation of Series A Preferred Stock of the
Registrant, dated February 12, 1997, as filed with the Commission as
Exhibit 3.1 to the Registrant's Form 8-K, dated February 19, 1997, is
hereby incorporated herein by this reference.
2.4 Warrant Agreement dated as of March 11, 1997, between the Registrant and
ChaseMellon Shareholder Services, L.L.C., as Warrant Agent, as filed
with the Commission as Exhibit 10.38 to the Registrant's Form 10-K for
the year ended December 30, 1996, is hereby incorporated herein by this
reference.
2.5 Bylaws of Registrant, as amended through February 16, 1995, as filed
with the Commission as Exhibit 3.3 to the Registrant's Form 10-Q for the
quarter ended March 27, 1995, are hereby incorporated herein by this
reference.
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WARRANT CERTIFICATE
WARRANT
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE CLOSE OF BUSINESS ON
DECEMBER 22, 2000
CHECKERS DRIVE. IN RESTAURANTS, INC,
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES that, for value received, CHECKERS DRIVE-IN RESTAURANTS,
INC., a Delaware corporation (hereinafter called the 'Company"), upon the
surrender of this Warrant to the Company at the office of the Warrant Agent
hereinafter mentioned (or of its successor as Warrant Agent), provided, and only
if, this Warrant shall be so surrendered during the period commencing on
November 22, 2000, and ending at 4:00 p.m., New York time, on December 22, 2000
(the "Exercise Period," as the same may be extended as provided in the Warrant
Agreement hereinafter mentioned), will sell and deliver, or cause to be sold and
delivered, to
or registered assigns, a certificate for the number of fully paid and
non-assessable shares of the Company's Common Stock, par value $.001 per share,
as noted above, upon payment of the warrant price for the number of shares in
respect of which this Warrant is exercised; provided, however, that under
certain conditions set forth in the Warrant Agreement the number of shares of
the Company's Common Stock purchasable upon the exercise of this Warrant may be
Increased or reduced and the warrant price may be adjusted. Subject to
adjustment as aforesaid, the warrant price per share (herein called the "warrant
price") shall be $1.375. As provided in said Warrant Agreement, the warrant
price is payable, upon the exercise of this Warrant, either in cash or by
certified check or bank draft. No adjustment shall be made for any dividends on
any shares of Common Stock Issuable upon exercise of this Warrant. The right of
purchase represented by the Warrant Is exercisable during the Exercise Period,
at the election of the registered holder hereof, either as an entirety or from
time to time for part only of the shares specified herein and, in the event that
this Warrant Is exercised in respect of less than all of such shares, a new
Warrant for the remaining number of such shares will be Issued on such
surrender.
Upon the exercise of this Warrant, the form of election to purchase on the
reverse hereof must be duly executed and the accompanying instructions for the
registration and delivery of Common Stock must be filled in.
This Warrant is Issued under and the rights represented hereby are subject
to the terms and provisions contained in a Warrant Agreement, dated as of March
11, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C.,
Pittsburgh, Pennsylvania, as Warrant Agent, to all the terms and provisions of
which the registered holder of this Warrant, by acceptance hereof, assents.
Reference Is hereby made to said Warrant Agreement for a more complete statement
of the rights and limitations o! rights of the registered holder hereof, the
rights and duties of the Warrant Agent and the rights and obligations of the
Company thereunder. Copies of said Warrant Agreement are on file at the office
of &aid Warrant Agent. The Company shall not be required upon the exercise of
this Warrant to Issue fractions of shares, but shall make adjustment therefor in
cash on the basis of the current market value of any fractional interest
(computed as provided in said Warrant Agreement).
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This Warrant is transferable at the office of the Warrant Agent (or of its
successor as Warrant Agent) by the registered holder hereof In person or by
attorney duly authorized in writing, but only in the manner and subject to the
limitations provided in the Warrant Agreement, and upon surrender of this
Warrant. Upon any such transfer, a new Warrant, or new Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of Common Stock will be issued to the
transferee In exchange for this Warrant.
This Warrant when surrendered at the office of the Warrant Agent (or of'
iits successor as Warrant Agent) by the registered holder hereof in person or by
attorney duly authorized In writing may be exchanged, In the manner and subject
to the limitations provided In the Warrant Agreement, for another Warrant, or
other Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of shares of Common Stock.
If this Warrant shall be surrendered for exercise within any palled during
which the transfer books for Common Stock or other securities purchasable upon
the exercise of this Warrant are closed for any purpose, the Company shall not
be required to make delivery of certificates for the securities purchasable upon
such exercise until the date of the reopening of said transfer books.
The holder of this Warrant shall not be entitled to any of the rights of a
stockholder of the Company prior to the exercise hereof. This Warrant shall
not be valid unless countersigned by the Warrant Agent.
IN WITNESS WHEREOF, CHECKERS DRIVE-IN RESTAURANTS, INC. has caused the
facsimile signature of its President to be printed heron and the facsimile of
its corporate seal to be printed hereon and attested by imprinting hereon the
facsimile signature of its Secretary.
Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
As Warrant Agent
(Corporate Seal)
CHECKERS DRIVE-IN RESTAURANTS, INC.
By
/s/ Richard E. Fortman
President
Attest:
/s/ James T. Holder
Secretary
