<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported): November 19, 1998
BOSTON CHICKEN, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in this charter)
Delaware 0-22802 36-3904053
- --------------------------------------------------------------------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
14123 Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401-4086
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(303) 278-9500
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changes since last report)
<PAGE>
Item 5. Other Events.
On November 19, 1998, the Company participated in a Nasdaq Stock Market,
Inc. ("Nasdaq") hearing, which the Company believed, based on correspondence
from Nasdaq to the Company, had been scheduled for the purpose of discussing
with Nasdaq the Company's non-compliance with Nasdaq's requirements for
maintaining continued listing of the Company's common stock on the Nasdaq
National Market. However, at the hearing, the hearing panel informed the
Company that the panel also expected to review the advisability of continued
listing of the Company's three issues of convertible subordinated debt
securities currently listed and trading on the Nasdaq SmallCap Market. After
discussion, the members of the hearing panel acknowledged that the Company's
interpretation of the scope of the hearing was justified. Consequently, the
hearing panel and the Company agreed to postpone the hearing until December 2,
1998, at which time the hearing panel will review the appropriateness of
continued listing of the Company's common stock on the Nasdaq National Market
and the continued listing on the Nasdaq SmallCap Market of the Company's
convertible subordinated debt securities, which are the Company's 4 1/2%
convertible subordinated debentures due 2004, the Company's Liquid Yield Option
Notes due 2015 and the Company's 7 3/4% convertible subordinated debentures due
2004.
There can be no assurance that the hearing will result in continued
listing of the Company's common stock and convertible subordinated debt
securities on Nasdaq. Delisting of the Company's securities from Nasdaq could
have a material adverse effect on the market price of, and the efficiency of the
trading market for, the Company's securities.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: November 20, 1998
BOSTON CHICKEN, INC.
By:/s/Lawrence E. White
-------------------------------------
Lawrence E. White
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
