FORM 8-A/A
AMENDMENT NO. 1
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
QUALITY DINING, INC.
(Exact name of registrant as specified in its charter)
INDIANA
35-1804902
(State of incorporation of organization) (IRS
Employer Identification No.)
3820 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA
46545
(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK, WITHOUT PAR
VALUE
(Title of Class)
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This Amendment is being filed to register the Company's Series A
Convertible Cumulative Preferred Stock, without par value.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Company's common stock, without par value,
set forth on pages 41-44 of the Company's Amendment No. 1 to Registration
Statement on Form S-1 (Registration No. 33-73826) filed with the Commission on
February 10, 1994, is incorporated herein by reference.
The description of the Company's Series A Convertible Cumulative
Preferred Stock, without par value, set forth on pages 29-30 of the Company's
Registration Statement on Form S-4 (Registration No. 333-2050) filed with the
Commission on April 19, 1996, is incorporated herein by reference.
ITEM 2.EXHIBITS.
A. Restated Articles of Incorporation of Registrant, as amended to
date (incorporated herein by reference from Exhibit 3-A to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 12, 1996.
B. By-Laws of Registrant, as amended to date (incorporated herein
by reference from Exhibit 3-B to Registrant's Quarterly Report
on Form 10-Q for the quarter ended May 12, 1996.
C. *Pages 41-44 of the Registrant's Registration Statement on Form
S-1 (Registration No. 33-73826) filed with the Commission on
February 10, 1994.
D. Pages 29-30 of the Registrant's Registration Statement on Form
S-4 (Registration No. 333-2050) filed with the Commission on
April 19, 1996.
*Previously filed.
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SIGNATURES
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, thereunto duly
authorized.
QUALITY DINING, INC.
Dated: June 28, 1996 By: _____________________________________
Michael G. Sosinski
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
NO. DESCRIPTION
A Restated Articles of Incorporation of Registrant, as amended to date
(incorporated herein by reference from Exhibit 3-A to Registrant's
Quarterly Report on Form 10-Q for the quarter ended May 12, 1996.
B By-Laws of Registrant, as amended to date (incorporated herein by
reference from Exhibit 3-B to Registrant's Quarterly Report on Form
10-Q for the quarter ended May 12, 1996.
C *Pages 41-44 of the Registrant's Registration Statement on Form S-1
(Registration No. 33-73826) filed with the Commission on February
10, 1994.
D Pages 29-30 of the Registrant's Registration Statement on Form S-4
(Registration No. 333-2050) filed with the Commission on April 19,
1996.
*Previously filed.
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EXHIBIT D
TERMS OF QUALITY DINING PREFERRED STOCK
The shares of Quality Dining Preferred Stock to be issued in the
Merger are without par value, but have a stated value of $100 per share
("Stated Value"). The holders of Quality Dining Preferred Stock are entitled
to a preferential cumulative dividend, at the rate indicated in the chart
below, calculated as the specified percentage of the Stated Value of each
share. The dividends accrue whether or not they have been declared and
whether or not there are funds of Quality Dining legally available for
payment. The dividend rate is:
ANNUAL RATE YEARS
0% ..................................... July 1, 1993-June 30,
2000
2% ..................................... July 1, 2000-June 30,
2005
4% ..................................... July 1, 2005-June 30,
2010
6% ..................................... July 1, 2010-June 30,
2015
8% ..................................... July 1, 2015-June 30,
2020
10% .................................... July 1, 2020-June 30,
2025
All of the outstanding shares of Quality Dining Preferred Stock must
be redeemed by Quality Dining on July 1, 2025, at a redemption price per share
equal to the "Liquidation Value," which is defined as the Stated
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Value plus all accrued cumulative and unpaid dividends. The Quality Dining
Preferred Stock is also redeemable at any time, at the option of Quality
Dining, in whole but not in part, upon 30 days' prior written notice at a
redemption price per share equal to the Liquidation Value.
Each share of Quality Dining Preferred Stock is convertible at the
option of the holder thereof at any time within 90 days after the Effective
Time of the Merger into such number of fully paid and nonassessable shares of
Quality Dining Common Stock as shall be determined by dividing the Liquidation
Value of such share by the "Fair Market Value" per share of the Quality Dining
Common Stock. The Fair Market Value per share of Quality Dining Common Stock
shall be deemed to be the average closing price per share of Quality Dining
Common Stock on the Nasdaq National Market for the five trading days
immediately preceding (but not including) the date of the Effective Time of
the Merger. No fractional shares of Quality Dining Common Stock will be
issued upon conversion, but cash in lieu thereof will be paid in an amount
equal to such fractional interest of the Fair Market Value per share.
The holders of the Quality Dining Preferred Stock are entitled to
one vote for each share held at all meetings of shareholders of Quality
Dining. Except as required by law or the Restated Articles of Incorporation
of Quality Dining, holders of Quality Dining Preferred Stock will vote
together with the holders of Quality Dining Common Stock as a single class.
As long as any Quality Dining Preferred Stock remains outstanding,
Quality Dining may not declare or pay any dividend or make any distribution
upon the Quality Dining Common Stock, unless and until all accrued but unpaid
dividends on the Quality Dining Preferred Stock shall have been paid in full.
Upon any liquidation, dissolution or winding up of Quality Dining, the holders
of Quality Dining Preferred Stock are entitled to a preference in the amount
of the Liquidation Value of each share of Quality Dining Preferred Stock
before any assets may be distributed to the holders of Quality Dining Common
Stock.
The terms of the Quality Dining Preferred Stock may not be amended
without the approval of the holders of at least 50% of the Quality Dining
Preferred Stock then outstanding, provided that no such action may change the
dividend rate or the times at which such dividends become payable, the amount
payable on redemption, or the times at which redemption is to occur, without
the approval of the holders of at least 60% of the Quality Dining Preferred
Stock then outstanding.
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