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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )*
SILVER DINER, INC.
(Name of Issuer)
Common Stock, par value $.00074
(Title of Class of Securities)
827655 10 1
(CUSIP Number)
Ms. Catherine Britton Arnold Westerman, Esq.
8706 Brook Road Arent Fox Kintner Plotkin & Kahn
McLean, Virginia 22102 1050 Connecticut Ave., N.W.
703/442-8430 Washington, D.C. 20036-5339
202/857-6243
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 7, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 827655 10 1 Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine Britton
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,611,154
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY --
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,611,154
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,154
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Interest.
This Statement relates to the common stock, par value $0.00074 per
share ("Common Shares"), of Silver Diner, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 11806
Rockville Pike, Rockville, Maryland 20852.
Item 2. Identity and Background
(a) and (b) This Statement is filed by Catherine Britton, a natural
person whose address is 8706 Brook Road, McLean, Virginia 22102.
(c) Ms. Britton is a director of the Issuer.
(d) and (e) Ms. Britton has not been the subject of any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
past five years, nor has Ms. Britton been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction within the past five
years as a result of which she was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Ms. Britton is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On April 7, 1997, Ms. Britton's husband, Robert T. Giaimo, who is
Chairman of the Board, a director and President of the Issuer, transferred to
Ms. Britton for estate planning purposes, for no consideration, 1,611,154 Common
Shares. Concurrent with the transfer of the Common Shares to Ms. Britton, Mr.
Giaimo assigned to Ms. Britton, and Ms. Britton agreed to be bound by, a stock
option agreement between Mr. Giaimo and Clinton A. Clark ("Stock Option
Agreement"), pursuant to which Mr. Giaimo granted an option to Mr. Clark to
acquire 20,003 Common Shares exercisable at $3.60 per share at any time prior to
April 4, 2005. A copy of the Stock Option Agreement is attached hereto as
Exhibit 1 and incorporated herein by this reference.
Item 4. Purpose of Transaction
Except as described herein and in Item 6, and except for plans or
proposals of the Issuer in which Ms. Britton may participate in her capacity as
a director of the Issuer, Ms. Britton has no plans or proposals which relate to
or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
<PAGE>
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the present Board or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Subject to the foregoing, Ms. Britton reserves the right to purchase
additional securities of the Issuer or to sell some or all of the Common Shares
at any time in private or market transactions depending on market conditions,
her evaluation of the Issuer's business, prospects and financial condition, the
market for the Common Shares, other opportunities available to Ms. Britton,
prospects for Ms. Britton's own businesses, general economic conditions, money
and stock market conditions and other further developments.
Item 5. Interest in Securities of the Issuer.
(a) Ms. Britton beneficially owns 1,611,154 Common Shares,
representing approximately 13.9% of the outstanding Common Shares as of March
19, 1997. Ms. Britton disclaims beneficial ownership of the 1,486,472 Common
Shares owned by Mr. Giaimo, which represent approximately 12.8% of the
outstanding Common Shares as of March 19, 1997. See Amendment No. 1 to Mr.
Giaimo's Statement on Schedule 13D dated April 15, 1997.
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<PAGE>
(b) Ms. Britton has the sole power to vote and dispose of
1,611,154 Common Shares and, except as set forth in response to Item 3 hereof,
is not subject to any agreement regarding the voting or disposition of any of
such Common Shares. Ms. Britton is the wife of, and resides with, Mr. Giaimo
who is the Issuer's Chairman of the Board.
(c) Other than as described in Item 3, no transactions in Common Shares
were effected by Ms. Britton during the sixty days prior to the date of this
Schedule.
(d) None.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings and Relationships
with Respect to Securities of the Issuer.
The information contained in Item 3 of this Statement with respect to
the Stock Option Agreement is incorporated herein by this reference.
Except as described herein or in Items 3, 4 and 5, Ms. Britton does not
have any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to the transfer of any of the Common Shares owned by
her, finder's fees, joint ventures, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 -- Stock Option Agreement.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: April 15, 1997 /s/ CATHERINE BRITTON
------------------------
Catherine Britton
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE PAGE
1 Stock Option Agreement.
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EXHIBIT 1
Stock Option Agreement
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<PAGE>
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 6th day of April, 1994 (the "Grant
Date") by and between ROBERT T. GIAIMO, ("Giaimo") and CLINTON A. CLARK
("Optionee");
W I T N E S S E T H:
RECITALS
A. In recognition of Optionee's past services benefitting Giaimo,
Giaimo hereby grants Optionee an option to purchase certain shares of common
stock of Silver Diner Development, Inc. (the "Company") owned by Giaimo on the
terms and conditions set forth below.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and conditions set
forth in this Agreement Giaimo hereby grants to Optionee, as of the Grant Date,
a stock option (the "Option") to purchase up to 600 shares (the "Optioned
Shares") of the Common Stock, par value $.10 per share, of the Company ("Common
Stock") from time to time during the option term at the option price of $120 per
share (the "Option Price").
2. Option Term. The specified term of the Option shall be the period
commencing on the Grant Date and, unless earlier terminated as provided herein,
terminating at 5:00 P.M., Washington, D.C. time on the day immediately preceding
the tenth (10th) anniversary of the Grant Date (the "Expiration Time"). Upon the
expiration of the option term or upon its earlier termination as provied herein,
the Option shall cease to be exercisable and have no further force or effect
whatsoever.
3. Option Nontransferable; Exception. The Option shall be neither
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution. If Optionee shall die, all Options may, unless earlier
terminated in accordance with their terms, be exercised by the personal
representative of the Optionee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or otherwise by reason of death
of the Optionee, at any time within nine (9) months after the date of death of
the Optionee, but in no event later than the date of expiration of the Option,
provided that during the lifetime of the Optionee any option granted to him may
be exercised only by the Optionee.
4. Exercisability. The Option may be exercised in whole at any
time or in part from time to time until the Expiration Time.
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<PAGE>
5. Manner of Exercising Option.
(a) In order to exercise the Option with respect to all or any
part of the Optioned Shares for which the Option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, the Optionee's
executor, administrator, heir or legatee, as the case may be) must take the
following actions:
(i) Provide Giaimo with written notice of such
exercise, specifying the number of Optioned Shares with respect to
which the Option is being exercised;
(ii) Pay the Option Price for the Optioned Shares
being purchased in cash or by check payable to the order of Giaimo;
(iii) Furnish Giaimo appropriate documentation that
the person or persons exercising the Option, if other than Optionee,
have the right to exercise the Option on behalf of and for Optionee.
The Exercise Date shall be the date on which Giaimo receives written notice of
the exercise of the Option together with payment of the Option Price for the
Optioned Shares being purchased.
6. Successors and Assigns. Except to the extent otherwise
provided in Paragraph 3 hereof, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs,
devisees, legal representatives and assigns of Optionee and Giaimo.
7. Governing Law. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Virginia.
8. Warranties and Obligations of Optionee.
(a) Optionee represents, warrants and agrees that Optionee
will acquire and hold the shares purchased on exercise of the Option for his own
account for investment and not with the view to the resale or distribution
thereof, except for resales or distributions in accordance with federal and
state securities laws, and that Optionee will not, at any time or times,
directly or indirectly, offer, sell, distribute, pledge, or otherwise grant a
security interest in or otherwise dispose of or transfer all, any portion of or
any interest in, any shares purchased on exercise of the Option (or solicit an
offer to buy, take in pledge or otherwise acquire or receive, all or any portion
thereof), except pursuant to either (i) a Registration Statement on an appro
priate form under the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has become effect and is current with respect to the
shares being offered or sold, or (ii) a specific exemption from the registration
requirements of the Act, the availability of which exemption shall be the
subject matter of an opinion of counsel reasonably acceptable to Giaimo
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<PAGE>
that no registration under the Act is required with respect to such offer, sale,
distribution, pledge, grant or other disposition or transfer.
(b) Optionee acknowledges that Optionee understands that (i)
the Option has been granted and the shares to be sold to Optionee upon exercise
of the Option will be sold to Optionee pursuant to exemptions from the
registration requirements in the Act and in this connection Giaimo is relying in
part on the representations set forth in this Agreement; (ii) such shares must
be held indefinitely unless they are registered or an exemption from
registration becomes available under the Act and the securities laws of any
state; (iii) neither Giaimo nor the Company is under any obligation to register
such shares or to comply with any exemption from such registration, including
those portions of Rule 144 under the Act to be complied with by the issuer; (iv)
if Rule 144 is available for sales of such shares, and there is no assurance
that Optionee will ever be able to sell under Rule 144, such sales in reliance
upon Rule 144 may be made only after the shares have been held for the requisite
holding period and then only in limited amounts in accordance with the
conditions of that Rule, all of which must be met; (v) an investment in the
Company involves a high degree of risk; and (vi) Optionee must, therefore,
continue to bear the economic risks of the investment in such shares for an
indefinite period of time after the exercise of the Option.
(c) Optionee acknowledges that Optionee has received and
reviewed the brief description of the Common Stock of the Company provided in
Exhibit A attached hereto and certain financial and other information with
respect to the Company. Optionee further acknowledges that Optionee has had the
opportunity to ask questions of, and receive answers from, Giaimo concerning all
material information concerning the Company.
(d) Optionee acknowledges that Optionee has the capacity to
protect Optionee's own interests in connection with the exercise of the Option,
and to evaluate the merits and risks of the prospective investment, by reason of
Optionee's business or financial experience or the business or financial
experience of Optionee's professional advisors who are unaffiliated with and who
are not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly.
(e) Immediately prior to the exercise of all or any portion of
the Option, Optionee shall deliver to Giaimo a signed statement, in a form
satisfactory to Giaimo, confirming that each of the representations, warranties,
acknowledgments and agreements contained in this Paragraph 8 is true as to
Optionee as of the date of such exercise. Such statement will be satisfactory to
Giaimo if made in the form of Exhibit B attached hereto.
(f) Optionee understands that all certificates representing
shares transferred pursuant to this Agreement, unless made pursuant to an
appropriate Registration Statement under the Act, will bear the following
restrictive legend:
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<PAGE>
The transfer of the common stock represented by this certificate is
restricted under, and subject to the terms of, an Investor and Employee
Stockholders Agreement dated November 21, 1990, to which the
Corporation is a party and a copy of which is on file at the
Corporation's office.
The securities represented by this certificate have been issued
pursuant to a claim of exemption from the registration or qualification
provision of federal and state securities laws and may not be sold or
transferred without compliance with the registration or qualification
provisions of applicable federal and state securities laws or
applicable exemptions therefrom.
9. Effect of Certain Changes.
(a) If during the Option Term there is any change in the
number of issued shares of Common Stock through the declaration of stock
dividends, recapitalization resulting in stock splits, or combinations or
exchanges of such shares, then the number of Optioned Shares and the Option
Price shall be proportionately adjusted to reflect any increase or decrease in
the number of issued shares of Common Stock; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.
(b) In the event of (i) the proposed dissolution or
liquidation of the Company, (ii) any corporate separation or division, including
but not limited to, a split-up, a split-off or spin-off, (iii) the Company
executes a definitive agreement to merge or consolidate with or into another
corporation or to sell or otherwise dispose of substantially all of its assets,
(iv) more than 50% of the Company's then outstanding voting stock is acquired by
any person or group or (v) Giaimo ceases to be president of the Company, then
Giaimo shall provide Optionee with no less than thirty (30) days' written notice
of such event and Optionee shall have the right, during such period to exercise
the Option as to all or any part of the shares of Common Stock covered thereby.
(c) Paragraphs (a) and (b) of this Section 9 shall not apply
to a merger or consolidation in which the Company is the surviving corporation
and shares of Common Stock are not converted into or exchanged for stock,
securities or any other corporation, cash or any other thing of value.
10. Restrictions on Optioned Shares. Optionee understands and agrees
that any Optioned Shares acquired by Optionee or his or her successor pursuant
to this Agreement shall be held subject to the terms of the Investor and
Employee Stockholders' Agreement, dated November 21, 1990, by and among the
Company, Robert T. Giaimo, Ype Hengst, Optionee and certain other investor
shareholders or any successor agreement thereto to which Optionee is a party.
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<PAGE>
IN WITNESS WHEREOF, Giaimo and Optionee have each executed this
Agreement in duplicate as of the day and year first above written.
---------------------------------
Robert T. Giaimo
---------------------------------
Clinton A. Clark, Optionee
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<PAGE>
EXHIBIT A
DESCRIPTION OF COMMON STOCK OF SILVER DINER DEVELOPMENT, INC.
The authorized Common Stock of Silver Diner Development, Inc. consists of
1,000,000 shares of Common Stock, par value $.10 per share, of which 600 shares
are being offered by this grant, and of which 149,478.422 are outstanding on the
date of this grant. All shares currently outstanding are, and the shares offered
hereby when issued and paid for in accordance with the Agreement to which this
Exhibit A is attached will be, fully paid and non-assessable and are entitled to
participate ratably in any distribution of assets to stockholders in liquidation
and in dividends as may be declared by the Board of Directors out of funds
legally available therefor. Holders of Common Stock do not have redemption
rights, conversion rights or preemptive or other subscription rights. Holders of
Common Stock do not have cumulative voting rights. Each share of Common Stock
has one vote on all matter on which shareholders are entitled to vote, including
the election of directors. The Optioned Shares will be subject to the terms of
the Investor and Employee Stockholders' Agreement, dated November 21, 1990, by
and among the Company, Robert T. Giaimo, Ype Hengst, Optionee and certain other
investor shareholders or any successor agreement thereto to which Optionee is a
party.
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<PAGE>
EXHIBIT B
Robert T. Giaimo
c/o Silver Diner Development, Inc.
11806 Rockville Pike
Rockville, Maryland 20852
Dear Mr. Giaimo:
I am the holder of an option ("Option") granted by Robert T. Giaimo
("Giaimo") on April 6, 1994 to purchase up to an aggregate of 600 shares
(subject to anti-dilution adjustments) of the Common Stock of Silver Diner
Development, Inc., a Virginia corporation (the "Company"), pursuant to the terms
of a Stock Option Agreement dated as of April 6, 1994. I hereby exercise my
Option with respect to _________ shares of Common Stock subject to the Option at
the price of $120 per share as provided for in the Agreement, and I present
herewith funds payable to the order of Giaimo in the amount of $__________,
which represents the full purchase price for the number of shares purchased upon
this exercise.
I hereby represent and warrant that I am purchasing the foregoing
shares for my own account for investment and not with a view to the resale or
distribution thereof except for resales or distributions in accordance with
federal and state securities laws, and that I shall neither offer nor sell any
or all of such shares except pursuant to either (i) a Registration Statement on
an appropriate form under the Securities Act of 1933 (the "Act"), which
Registration Statement has been effective and is current with respect to the
shares being offered or sold, or (ii) a specific exemption from the registration
requirements of the Act. I understand and agree that such shares must be held
indefinitely unless they are registered or an exemption from registration
becomes available under the Act and the Securities laws of any state. I further
represent and warrant that I have received and reviewed a brief description of
the Common Stock of the Company and certain financial and other information with
respect to the Company. I further represent and warrant that I have had the
opportunity to ask questions of, and to receive answers from Giaimo concerning
all material information concerning the Company and the terms and conditions of
the transaction in which I am acquiring the shares of Common Stock.
I hereby represent and warrant that I have the capacity to protect my
own interests in connection with the exercise of this option, and to evaluate
the merits and risks of this investment, by reason of my business or financial
experience or the business or financial experience of my professional advisors,
who are unaffiliated with and who are not compensated by the Company or any
affiliate or selling agent of the Company, directly or indirectly.
I understand that the foregoing shares shall be held subject to the
terms of the Investor and Employee Stockholders' Agreement, dated November 21,
1990, by and among the Company,
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<PAGE>
Robert T. Giaimo, Ype Hengst and certain other investor shareholders or any
successor agreement thereto to which I am a party (the "Investor and Employee
Stockholders' Agreement"). The certificates evidencing the shares purchased upon
this exercise should be registered in my name and delivered to me. I understand
that such certificates will bear the legend required by the Investor and
Employee Stockholders' Agreement.
Very truly yours,
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