<PAGE> 1
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): January 9, 1997
LONGHORN STEAKS, INC.
(Exact Name of Registrant as Specified in Charter)
Georgia 0-19924 58-1498312
---------------- ------------- -------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.
Incorporation)
8215 Roswell Road, Building 200, Atlanta, Georgia 30350
-------------------------------------------------------------
(Addresses of Principal Executive Offices, including Zip Code)
(770) 399-9595
-------------------------------------
(Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS.
On January 9, 1997, Longhorn Steaks, Inc. filed Articles of Amendment with
the Secretary of State of Georgia changing its name to Rare Hospitality
International, Inc. The Company issued a press release on January 6, 1997,
announcing that it would be changing its name and that its trading symbol on
The Nasdaq National Market would change to "RARE." A copy of the press release
is attached to this report as an exhibit and is incorporated herein by this
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
C. Exhibits
3(i). Amended and Restated Articles of Incorporation of
the Registrant, as amended.
99.1 Press Released dated January 6, 1997.
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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.
LONGHORN STEAKS, INC.
(REGISTRANT)
/s/ Anne D. Huemme
---------------------------
Anne D. Huemme,
Chief Financial Officer
Date: January 17, 1997
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EXHIBIT 3.(I)
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
LONGHORN STEAKS, INC.
The undersigned corporation, for the purpose of amending its Articles of
Incorporation, and in accordance with the provisions of the Georgia Business
Corporation Code hereby sets forth:
I.
The name of the corporation is Longhorn Steaks, Inc.
II.
The following amendment to the Articles of Incorporation was approved and
adopted by the board of directors of the corporation on December 21, 1996:
The Articles of Incorporation of the corporation are amended by striking
therefrom Article One thereof and by substituting therefor a new Article One to
read as follows:
THE NAME OF THE CORPORATION IS RARE HOSPITALITY INTERNATIONAL, INC.
III.
This amendment to the Articles of Incorporation was adopted by the board
of directors without shareholder action. Shareholder action was not required.
IN WITNESS WHEREOF, the corporation has caused this document to be
executed in its name by its Chief Financial Officer this 8th day of January,
1997.
Longhorn Steaks, Inc.
By: /s/ Anne D. Huemme
-----------------------------
Anne D. Huemme
Chief Financial Officer
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CERTIFICATE OF MERGER
OF
LONGHORN STEAKS OF TENNESSEE, INC.
WITH AND INTO
LONGHORN STEAKS, INC.
I.
Longhorn Steaks of Tennessee, Inc. (the "Subsidiary"), a Tennessee
Corporation and wholly-owned subsidiary of Longhorn Steaks, Inc., a Georgia
Corporation, is hereby merged with and into Longhorn Steaks, Inc. pursuant to
Section 48-21-104 of the Tennessee Business Corporation Act and Section
14-2-1104 of the Georgia Business Corporation Code with Longhorn Steaks, Inc.
to survive the merger (the "Surviving Corporation").
II.
The Certificate of Incorporation of the Surviving Corporation shall not be
amended in connection with this merger.
III.
The executed Plan of Merger is on file at 8215 Roswell Road, Building 200,
Suite 200, Atlanta, Georgia 30350, the principal place of business of the
Surviving Corporation.
IV.
A copy of the Plan of Merger will be furnished by the Surviving Corporation
on request and without cost to any shareholder of the Subsidiary or of the
Surviving Corporation.
V.
Pursuant to Section 48-21-104 of the Tennessee Business Corporation Act and
Section 14-2-1104 of the Georgia Business Corporation Code, shareholder approval
of the Plan of Merger was not required.
VI.
The merger shall be effective on January 1, 1993.
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IN WITNESS WHEREOF, the undersigned, constituting the duly authorized
officers of Longhorn Steaks, Inc. and Longhorn Steaks of Tennessee, Inc., do
hereby execute this Certificate of Merger this 30th day of December, 1992.
SURVIVING CORPORATION:
LONGHORN STEAKS, INC.
By: /s/ Ronald W. San Martin
------------------------------------------------
Ronald W. San Martin, Chief Financial Officer
SUBSIDIARY:
LONGHORN STEAKS OF TENNESSEE, INC.
By: /s/ Ronald W. San Martin
------------------------------------------------
Ronald W. San Martin, Chief Financial Officer
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OFFICER'S CERTIFICATE PURSUANT TO SECTION 14-2-1105(a)
OF THE GEORGIA BUSINESS CORPORATION CODE
Pursuant to the provisions of Section 14-2-1105.1(a) of the Georgia
Business Corporation Code, the undersigned, an officer of Longhorn Steaks,
Inc., hereby certifies that the request for publication of a Notice of Intent
to File Articles or a Certificate of Merger and payment therefore have been
made as required by Section 14-2-1105.1(b).
The undersigned duly authorized officer of Longhorn Steaks, Inc. has
caused this Certificate to be executed as of the date below written.
Date: 12/30/92 By: Ronald W. San Martin
- --------------- ------------------------------------------------
Ronald W. San Martin, Chief Financial Officer
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CERTIFICATE OF MERGER
OF
SUPERIOR MEATS, LTD.
WITH AND INTO
LONGHORN STEAKS, INC.
The undersigned corporation organized and existing under and by virtue of
the provisions of the Georgia Business Corporation Code, does hereby certify:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
LONGHORN STEAKS, INC. Georgia
SUPERIOR MEATS, LTD. Georgia
</TABLE>
SECOND: That an Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed, and acknowledged by
each of the constituent corporations in accordance with the requirements of the
Georgia Business Corporation Code. The merger has been duly approved by the
Board of Directors of Longhorn Steaks, Inc. and Superior Meats, Ltd. and the
shareholders of Superior Meats, Ltd. No shareholder approval was required by
Longhorn Steaks, Inc. in accordance with the requirements of the Georgia
Business Corporation Code Section 14-2-1105(b)(5).
THIRD: That the name of the surviving corporation of the merger is
Longhorn Steaks, Inc.
FOURTH: That an executed copy of the Agreement and Plan of Merger is on
file at the principal place of business of the surviving corporation located at
8215 Roswell Road, Building 200, Suite 200, Atlanta, Georgia 30350.
FIFTH: That a copy of the Agreement and Plan of Merger will be furnished
by Longhorn Steaks, Inc., on request and without cost, to any Shareholder of
Longhorn Steaks, Inc., or Superior Meats, Ltd.
Dated: March __, 1992.
LONGHORN STEAKS, INC.
By: /s/ Ronald W. San Martin
-------------------------------
Name: Ronald W. San Martin
Title: Secretary
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CERTIFICATE OF REQUEST FOR PUBLICATION
PURSUANT TO SECTION 14-2-1105.1(a)
THE GEORGIA BUSINESS CORPORATION CODE
Pursuant to the provisions of Section 14-2-1105.1(a) of the Georgia
Business Corporation Code, the undersigned Secretary of Longhorn Steaks, Inc.,
a Georgia Corporation (the "Corporation"), hereby verifies that the request for
publication of a notice of intent to file a Certificate of Merger in connection
with the proposed merger (the "Merger") of Superior Meats, Ltd., a Georgia
corporation, with and into the Corporation has been mailed. The name of the
surviving corporation in the Merger will be Longhorn Steaks, Inc. Payment for
said publication has been made as required by Section 14-2-1105.1(b) of the
Georgia Business Corporation Code.
The undersigned has caused this certificate to be duly executed this ___
day of March, 1992.
By: /s/ Ronald W. San Martin
---------------------------------
Ronald W. San Martin, Secretary
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CERTIFICATE OF RESTATEMENT
Pursuant to Section 14-2-1007 of the Georgia Business Corporation Code,
Contemporary Restaurant Concepts, Ltd., a Georgia corporation (the
"Corporation") hereby certifies that:
ONE
The name of the corporation is Contemporary Restaurant Concepts, Ltd.
TWO
On February 13, 1992, Amended and Restated Articles of Incorporation of
the Corporation (the "Restatement") were duly adopted by the Board of Directors
of the Corporation.
THREE
The Restatement contains an amendment to the Articles of Incorporation
requiring shareholder approval (the "Amendment").
FOUR
On February 13, 1992, the shareholders of the Corporation duly approved
the entirety of the Restatement including the Amendment pursuant to Section
14-2-1003 of the Georgia Business Corporation Code.
FIVE
The Restatement supersedes the original Articles of Incorporation and all
amendments to them.
IN WITNESS WHEREOF, Contemporary Restaurant Concepts, Ltd. has caused this
Certificate of Restatement to be executed by its duly authorized officer on
this 13th day of February, 1992.
CONTEMPORARY RESTAURANT CONCEPTS, LTD.
By: /s/ George W. McKerrow, Jr.
------------------------------
George W. McKerrow, Jr.
President
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ARTICLES OF RESTATEMENT
OF
CONTEMPORARY RESTAURANT CONCEPTS, LTD.
ONE
The name of the corporation is Contemporary Restaurant Concepts, Ltd.
TWO
The original Articles of Incorporation and all amendments thereto are
hereby amended and restated in their entirety.
THREE
The Amended and Restated Articles of Incorporation attached hereto as
Exhibit "A" are hereby inserted as the new Articles of Incorporation.
FOUR
The Amended and Restated Articles of Incorporation supersede the original
Articles of Incorporation and all amendments to them.
IN WITNESS WHEREOF, Contemporary Restaurant Concepts, Ltd. has caused
these Articles of Restatement to be executed by its duly authorized officer, on
this 13th day of February, 1992.
CONTEMPORARY RESTAURANT CONCEPTS, LTD.
By: /s/ George W. McKerrow, Jr.
--------------------------------
George W. McKerrow, Jr.
President
<PAGE> 9
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LONGHORN STEAKS, INC.
ARTICLE ONE
Name
The name of the corporation is Longhorn Steaks, Inc.
ARTICLE TWO
Perpetual Duration
The corporation shall have perpetual duration.
ARTICLE THREE
Purpose
The corporation is organized for the purpose of engaging in any lawful
business.
ARTICLE FOUR
Authorized Shares
The corporation shall have authority to be exercised by the Board of
Directors to issue not more than 25,000,000 shares of common stock, no par
value, and not more than 10,000,000 shares of preferred stock, no par value.
The shares of common stock shall have unlimited voting rights and shall be
entitled to receive the net assets of the corporation upon dissolution.
Subject to the provisions of these Amended and Restated Articles of
Incorporation and to the provisions of the Georgia Business Corporation Code,
the Board of Directors may determine (a) the preferences, limitations, and
relative rights of any class of shares prior to the issuance of any shares of
that class and (b) the preferences, limitations, and relative rights of one or
more series within a class and may designate the number of shares within that
series prior to the issuance of any shares of that series.
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ARTICLE FIVE
Preemptive Right
The holders of the corporation's shares do not have a preemptive right to
acquire the corporation's unissued or treasury shares.
ARTICLE SIX
Limitation of Director Liability
6.1 A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, except for liability (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation, (ii)
for acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) of the types set forth in Section 14-2-832 of the
Georgia Business Corporation Code, or (iv) for any transaction from which the
director derived an improper personal benefit.
6.2 Any repeal or modification of the provisions of this Article by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the
effective date of such repeal or modification.
6.3 If the Georgia Business Corporation Code is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Georgia Business Corporation Code.
6.4 In the event that any of the provisions of this Article (including any
provision within a single sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions are severable and shall remain enforceable to the fullest extent
permitted by law.
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ARTICLE SEVEN
Constituency Considerations
In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the corporation, the Board of
Directors, committees of the Board of Directors, and individual directors, in
addition to considering the effects of any action on the corporation or its
shareholders, may consider the interests of the employees, customers,
suppliers, and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors consider
pertinent; provided, however, that this Article shall be deemed solely to grant
discretionary authority to the directors and shall not be deemed to provide to
any constituency any right to be considered.
ARTICLE EIGHT
Directors
8.1 The number of directors of the corporation shall not be less than
three (3) nor more than eleven (11), the precise number to be fixed by
resolution of the Board of Directors from time to time. The directors shall be
divided into three classes, each consisting, as nearly equal in number as
possible, of one-third of the total number of directors constituting the entire
Board of Directors. At the first election of directors occurring following the
date of approval of these Amended and Restated Articles of Incorporation by the
shareholders of the corporation, the first class of directors (Class 1) shall
be elected for a term expiring upon the next following annual meeting of
shareholders and upon the election and qualification of their respective
successors, the second class of directors (Class 2) shall be elected for a term
expiring upon the second next annual meeting of shareholders and upon the
election and qualification of their respective successors, and the third class
of directors (Class 3) shall be elected for a term expiring upon the third next
annual meeting of shareholders and upon the election and qualification of their
respective successors. At each succeeding annual meeting of shareholders,
successors to the class of directors whose term expires at the annual meeting
of shareholders shall be elected for a three-year term. Except as
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provided in paragraph 8.4 of this Article Eight, a director shall be elected by
the affirmative vote of a majority of the shares represented at the meeting of
shareholders at which the director stands for election and entitled to elect
such director.
8.2 The number of directors may be increased or decreased from time to
time as provided by the bylaws of the corporation and in the Amended and
Restated Articles of Incorporation; provided, however, that the total number of
directors at any time shall not be less than three (3); and provided further,
that no decrease in the number of directors shall have the effect of shortening
the term of an incumbent director. In the event that preferred stock of the
corporation is issued and authorizes the election of one or more directors by
the holders of such preferred stock, the number of directors may be increased
in accordance with the terms of the preferred stock. In the event of any
increase or decrease in the authorized number of directors, each director then
serving shall continue as a director of the class of which he is a member until
the expiration of his current term, or his earlier resignation, removal from
office or death, and the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
equal as possible; provided, however, that there shall be no classification of
additional directors elected by the Board until the next meeting of the
shareholders called for the purpose of electing directors. Each director shall
serve until his successor is elected and qualified or until his earlier
resignation, retirement, disqualification, removal from office, or death.
8.3 The entire Board of Directors or any individual director may be
removed from the office but only for cause and only by the affirmative vote of
at least 75% of all classes of stock of the corporation entitled to vote in the
election of such director or directors, considered for purposes of this Section
as one class. Notwithstanding the foregoing, in the event that preferred stock
of the corporation is issued and authorizes the election of one or more
directors by the holders of such preferred stock, any individual director
elected by the preferred shareholders may be removed only by the holders of the
outstanding shares of the preferred stock in accordance with the terms of the
preferred stock as provided therein. Removal action may be taken at any
shareholders' meeting
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with respect to which notice of such purpose has been given, and a removed
director's successor may be elected at the same meeting to serve the unexpired
term.
8.4 A vacancy occurring on the Board of Directors, other than by reason of
removal of a director by the shareholders but including vacancies arising from
resignation, death or through an increase in the number of directors, may be
filled, until the next election of directors by the shareholders, by the
affirmative vote of at least two thirds (2/3) of the total number of directors
then remaining in office, though they constitute less than a quorum of the
Board of Directors.
ARTICLE NINE
Special Meetings and Actions Without a Meeting
9.1 The shareholders of the corporation shall not have the right to call a
special meeting of shareholders, including but not limited to, a special
meeting in lieu of the annual meeting of shareholders.
9.2 Action required or permitted to be taken at a meeting of shareholders
may be taken without a meeting if the action is taken by all shareholders
entitled to vote on the action. The action must be evidenced by one or more
written consents describing the action taken, signed by all shareholders and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records.
ARTICLE TEN
Certain ByLaw Amendments
10.1 Subject to the other provisions of this Article, the Board of
Directors of the corporation shall have the power to alter, amend or repeal the
bylaws of the corporation or to adopt new bylaws, but any bylaws adopted by the
Board of Directors may be altered, amended or repealed or new bylaws may be
adopted by the shareholders of the corporation. The shareholders may prescribe,
by so expressing in the action that they take in adopting or amending, that any
bylaws so adopted or amended by them shall not be altered, amended or repealed
by the Board of Directors.
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10.2 Notwithstanding the foregoing and anything contained in these Amended
and Restated Articles of Incorporation or the bylaws of the corporation to the
contrary, any alteration, amendment or repeal of any provision of the bylaws of
the corporation, or adoption of new bylaws, as applicable, containing any
provision inconsistent in any manner with the provisions contained in Articles
SIX, SEVEN, EIGHT, NINE AND TEN of these Amended and Restated Articles of
Incorporation or Sections 2.3, 2.12, 3.2, 3.3, 3.4, 9.1 through 9.18 and 12.1 of
the bylaws of the corporation, shall be effected only by that procedure required
under Georgia law for amendment of articles of incorporation.
IN WITNESS WHEREOF, Longhorn Steaks, Inc. executes these Amended and
Restated Articles of Incorporation by its duly authorized officer on this 13th
day of February, 1992.
/s/ George W. McKerrow, Jr.
---------------------------
George W. McKerrow, Jr.
President
CERTIFICATE OF REQUEST FOR PUBLICATION
PURSUANT TO SECTION 14-2-1006.1(a)
THE GEORGIA BUSINESS CORPORATION CODE
Pursuant to the provisions of Section 14-2-1006.1(a) of the Georgia
Business Corporation Code, the undersigned, an officer of Contemporary
Restaurant Concepts, Ltd. (the "Corporation"), hereby verifies that the request
for publication of a notice of intent to file Articles of Restatement to change
the name of the corporation to Longhorn Steaks, Inc., and payment therefor,
have been made as required by Section 14-2-1006.1(b).
The undersigned officer has caused this certificate to be duly executed
this 13th day of February, 1992.
By: /s/ Ronald W. San Martin
-------------------------------
Ronald W. San Martin, Secretary
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EXHIBIT 99.1
LONGHORN
STEAKHOUSE
FOR IMMEDIATE RELEASE Contact: Anne D. Huemme
- --------------------- Chief Financial Officer
(770) 399-9595
LONGHORN STEAKS, INC. ANNOUNCES NAME CHANGE TO
RARE HOSPITALITY INTERNATIONAL, INC.
----------------------------
STOCK TO BEGIN TRADING UNDER A NEW SYMBOL, "RARE", ON
MONDAY, JANUARY 13, 1997
Atlanta, Georgia (January 6, 1997) - Richard E. Rivera, President and Chief
Executive Officer of Longhorn Steaks, Inc. (Nasdaq NM:LOHO), today announced
that Longhorn Steaks, Inc. is changing its name to Rare Hospitality
International, Inc., to reflect the organization of its operations into three
restaurant operating businesses. Mr. Rivera said, "With the September
acquisition of Bugaboo Creek Steak House, Inc., the Company is now operating
three different restaurant concepts, Longhorn Steakhouse, Bugaboo Creek Steak
House and The Capital Grille. We are actively engaged in the expansion of all
three concepts, and we believe our new name and corporate structure better
reflect our position as a multi-concept operator."
As a result of this change, the Company's common stock, which currently trades
under the symbol, "LOHO", will begin trading under a new symbol, "RARE", on
Monday, January 13, 1997.
Longhorn Steaks, Inc., owns, operates and franchises 102 restaurants, including
77 Longhorn Steakhouses, located in the southeastern and midwestern United
States, 14 Bugaboo Creek Steak Houses and five The Capital Grille restaurants,
located primarily in the northeastern United States.
