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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 16, 1997
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SHELLS SEAFOOD RESTAURANTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-28258 65-0427966
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16313 N. DALE MABRY HIGHWAY, SUITE 100, TAMPA, FLORIDA 33618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (813) 961-0944
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 16, 1997, Shells Seafood Restaurants, Inc. (the "Company") gave
notice to the holders of all of its outstanding publicly registered Common Stock
Purchase Warrants (the "Public Warrants") that the Company will redeem the
Public Warrants on July 16, 1997 (the "Redemption Date"), at a redemption price
of $.10 per Warrant. The Company issued 805,000 Public Warrants in connection
with its initial public offering during 1996. In addition, simultaneous with the
delivery of notice to the holders of the Public Warrants, the Company gave a
similar notice of redemption to holders of warrants to purchase an additional
112,376 shares of Common Stock at an exercise price of $6.00 per share (the
"Private Warrants" and together with the Public Warrants, the "Warrants"). The
Warrants may be exercised at any time up to and including 5:00 p.m., Eastern
Standard Time, on July 16, 1997 (the "Exercise Termination Time"). To the extent
any holder of Warrants elects not to exercise the Warrants prior to the Exercise
Termination Time, such holder will receive payment thereafter at the redemption
price of $.10 per Warrant. The notice of redemption sent to the holders of the
Public Warrants is attached hereto as an exhibit and details the procedures for
exercising the Public Warrants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99. Notice of Redemption of Common Stock Purchase Warrants, dated June 16,
1997.
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SIGNATURES
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.
SHELLS SEAFOOD RESTAURANTS, INC.
Date: June 20, 1997 By: /s/ WARREN R. NELSON
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Name: Warren R. Nelson
Title: Chief Financial Officer
EXHIBIT 99.
SHELLS SEAFOOD RESTAURANTS, INC.
Executive Offices
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16313 N. Dale Mabry Highway
Suite 100
Tampa, Florida 33618
(813) 961-0944
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NOTICE OF REDEMPTION OF
COMMON STOCK PURCHASE WARRANTS
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June 16, 1997
To the Holders of Publicly Registered
Common Stock Purchase Warrants
of Shells Seafood Restaurants, Inc.
NOTICE IS HEREBY GIVEN pursuant to Section 13 of that certain Warrant
Agreement, dated as of April 23, 1996, by and among Shells Seafood Restaurants,
Inc. (the "Company"), Continental Stock Transfer & Trust Company (the "Warrant
Agent") and Paragon Capital Corporation, that the Company will redeem all of its
outstanding publicly registered Common Stock Purchase Warrants (the "Warrants")
on July 16, 1997 (the "Redemption Date"), at a redemption price of $.10 for each
share of the Company's common stock, par value $.01 per share (the "Common
Stock"), which may be acquired upon exercise of the Warrants (the "Warrant
Shares").
The registered holder of a Warrant is entitled to purchase that number of
shares of Common Stock indicated in the Warrant, at a price of $6.00 for each
Warrant Share. On June 11, 1997, the twentieth consecutive trading date on which
the closing price of the Common Stock was at or above $9.00 per share
(representing 150% of the effective exercise price of a Warrant Share), the
closing sale price of the Common Stock was $9.375 per share.
THE RIGHT TO EXERCISE THE WARRANTS SHALL TERMINATE AT 5:00 P.M., EASTERN
STANDARD TIME, ON JULY 16, 1997 (THE "EXERCISE TERMINATION TIME"). Any holder
who wishes to exercise its, his or her Warrants must exercise such Warrants
prior to the Exercise Termination Time.
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The Warrants may be exercised upon surrender of the Warrant certificates on
or prior to the Exercise Termination Time to the Warrant Agent at 2 Broadway,
New York, New York 10004, with the form of "Election to Purchase" on the reverse
side of the certificate filled out and executed as indicated, accompanied by the
payment of the full exercise price for the Warrant Shares being acquired upon
the exercise of the Warrant. While the Warrants permit the payment to be made in
the form of cash, certified check or bank draft (payable to the order of the
Company), it is suggested that cash not be used as a form of payment.
WARRANT CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY.
The state Blue Sky laws of Arizona, Illinois, North Dakota, Texas, Utah and
Wisconsin prohibit the exercise of Warrants by residents of those states unless
certain criteria have been met. RESIDENTS OF SUCH STATES ARE REQUESTED TO
CONTACT THE CORPORATE SECRETARY OF THE COMPANY, AT (813) 961-0944, PRIOR TO THE
EXERCISE OF WARRANTS.
If a holder elects not to exercise its, his or her Warrants by the Exercise
Termination Time, such holder may receive payment thereafter of the redemption
price of $.10 per Warrant Share by delivery of the certificate or certificates
representing the Warrants to the Warrant Agent at the above address. Upon the
Warrant Agent's receipt of a certificate or certificates representing Warrants
not being exercised or not exercised by the Exercise Termination Time, the
Warrant Agent will mail a check for the aggregate redemption price of the
Warrants evidenced thereby to the registered holder of the Warrants at the
address specified by such holder, or if no address is so specified, at the last
address of the holder as shall then appear on the records of the Warrant Agent.
The method of delivery of certificates representing Warrants to the Warrant
Agent is at the election and risk of the holder. If such delivery is by mail, it
is suggested that the holder use properly insured registered mail with return
receipt requested.
Very truly yours,
William E. Hattaway
President
