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): June 13, 1996
SILVER DINER, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24982 04-3234411
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
11806 Rockville Pike, Rockville, Maryland 20852
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (301) 770-0333
SILVER DINER DEVELOPMENT, INC.
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On June 13, 1996, the Registrant purchased all of the Class A limited
partner interests ("Class A Interests") and all of the Class B limited partner
interests ("Class B Interests" and, together with the Class A Interests, the "LP
Interests") in Silver Diner Limited Partnership ("SDLP"), owned by limited
partners who are unaffiliated with the Registrant. The Registrant is the parent
of Silver Diner Development, Inc. (formerly Silver Diner Operating, Inc.), a
Virginia corporation, which is the general partner of SDLP (the "General
Partner"). The purchase price for the Class A Interests was an aggregate of $2.4
million and 84,000 warrants ("Warrants") to purchase shares of the Registrant's
common stock, par value $.00074 ("Common Stock") at $8.00 per share. The
Warrants are exercisable at any time on or before the earlier of January 31,
1998 or 30 days following the first public offering of Common Stock on or after
June 30, 1997. Each holder of Class A Interests received 3.5 Warrants for each
$100 of the cash consideration allocated to him or her. The purchase price for
the 3% Class B Interest held by Bernard R. Wolfe & Associates, Inc., successor
in interest to BRW Development Corporation, was $72,000, which represents an
amount equivalent to 3% of the aggregate cash paid for the purchase of the Class
A Interests. The amounts paid to the limited partners were not reduced by the
existing approximately $3.8 million debt of SDLP to the Registrant.
Item 5. Other Events
On June 12, 1996, the Registrant changed its name to Silver Diner, Inc.
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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 in its behalf by the
undersigned hereunto duly authorized.
June 26, 1996 SILVER DINER, INC.
(formerly Silver Diner Development, Inc.)
By: /s/ David Oden
David Oden
Chief Financial Officer
