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): March 15, 1999
TANNER'S RESTAURANT GROUP, INC.
(Exact name of registrant
as specified in its charter)
Texas 33-95796 76-0406417
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2662 Holcomb Bridge Road, Suite 320, Alpharetta, Georgia 30022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 518-1444
Harvest Restaurant Group, Inc.
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On March 15, 1999, Harvest Restaurant Group, Inc., a Texas corporation (the
"Company"), changed its name from "Harvest Restaurant Group, Inc." to "Tanner's
Restaurant Group, Inc." by filing with the Secretary of State of Texas Articles
of Amendment to the Company's Articles of Incorporation. The Articles of
Amendment also increased the number of shares of common stock that the Company
is authorized to issue to 200,000,000. The Articles of Amendment were approved
by more than two-thirds of the outstanding shares entitled to vote at a special
meeting of shareholders held on March 12, 1999. A copy of the Articles of
Amendment is attached hereto as Exhibit 3.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
3.1 Articles of Incorporation of Harvest Restaurant Group, Inc., as
amended (Incorporated by reference from the Company's definitive
registration statement on Form SB-2, file No. 33-95796, declared
effective on July 9, 1996).
3.2 Articles of Amendment to the Company's Articles of Incorporation filed
with the Secretary of State of Texas on March 15, 1999.
99.1 Letter to shareholders, dated March 16, 1999.
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.
TANNER'S RESTAURANT GROUP, INC.
(f/k/a Harvest Restaurant Group, Inc.)
By: /s/ Timothy R. Robinson
------------------------------------
Timothy R. Robinson
Chief Financial Officer
Dated: March 22, 1999
<PAGE>
EXHIBIT INDEX
3.1 Articles of Incorporation of Harvest Restaurant Group, Inc., as
amended (Incorporated by reference from the Company's definitive
registration statement on Form SB-2, file No. 33-95796, declared
effective on July 9, 1996).
3.2 Articles of Amendment to the Company's Articles of Incorporation filed
with the Secretary of State of Texas on March 15, 1999.
99.1 Letter to shareholders, dated March 16, 1999.
EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE:
NAME
----
The name of the corporation is HARVEST RESTAURANT GROUP, INC.
ARTICLE TWO:
AMENDMENTS
----------
The following amendments to the Articles of Incorporation were adopted by
the Shareholders of the Corporation on March 12, 1999, in order to change the
name of the Corporation and increase the number of authorized shares of common
stock of the Corporation.
2.1 Article One of the Articles of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
ARTICLE ONE:
NAME
----
The name of the corporation is TANNER'S RESTAURANT GROUP, INC. (the
"Corporation").
2.2 Article Four, Section 1, of the Articles of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
ARTICLE FOUR:
CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING
--------------------------------------------
Section 1. Authorized Shares. The Corporation shall have authority to issue
two classes of shares to be designated respectively, "Common Stock" and
"Preferred Stock". The total number of shares that the Corporation is authorized
to issue is Two Hundred Five Million (205,000,000) shares, of which Two Hundred
Million (200,000,000) shall be Common Stock and Five Million (5,000,000) shall
be Preferred Stock. Each share of Common Stock shall have a par value of ONE
CENT ($.01), and each share of Preferred Stock shall have a par value of ONE
DOLLAR ($1.00).
The Preferred Stock authorized by these Articles of Incorporation may be
issued from time to time in one or more series, each of which shall have
designation(s) or title(s) as may be fixed by the Board of Directors prior to
the issuance of any shares thereof. The Board of Directors is hereby authorized
to fix or alter the redemption, including sinking fund provisions, the
redemption price or prices, voting rights and liquidation preferences of any
wholly unissued series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or any of them. The rights, powers,
preferences, limitations and restrictions, if any, accompanying such shares of
Preferred Stock shall be set forth by resolution of the Board of Directors
providing for the issue thereof prior to the issuance of any shares thereof, in
accordance with the applicable provisions of the Act. Each share of any series
of Preferred Stock shall be identical with all other shares of such series,
except as to the date from which dividends, if any, shall accrue.
<PAGE>
ARTICLE THREE:
OUTSTANDING SHARES
------------------
The number of shares of common stock of the Corporation outstanding on the
date of record for determining the shareholders entitled to vote upon the
adoption of the foregoing amendments to the Articles of Incorporation of the
Corporation was 8,241,609; and the number of shares of common stock entitled to
vote thereon was 8,241,609. The number of shares of preferred stock of the
Corporation outstanding on the date of record for determining the shareholders
of record entitled to vote upon the adoption of the foregoing amendments to the
Articles of Incorporation of the Corporation was 1,247,552; and the number of
shares of preferred stock entitled to vote thereon was 0.
ARTICLE FOUR:
ADOPTING AMENDMENTS
-------------------
4.1 The total number of shares of common stock voted for the amendment of
Article One of the Articles of Incorporation as set forth above was 7,352,794,
and the number of shares of common stock voted against such amendment was
31,480. The owners of 857,335 shares of common stock did not vote. The owners of
the preferred stock were not entitled to vote on said amendment of Article One
of the Articles of Incorporation.
4.2 The number of shares of common stock voted for the amendment of Article
Four of the Articles of Incorporation as set forth above was 7,228,549 and the
number of shares of common stock voted against such amendment was 151,674. The
owners of 861,386 shares of common stock did not vote. The owners of the
preferred stock were not entitled to vote on said amendment of Article Four of
the Articles of Incorporation.
Executed this 12th day of March, 1999.
HARVEST RESTAURANT GROUP, INC.
By: /s/ Clyde E. Culp, III
--------------------------------------
Clyde E. Culp, III
Chairman and Chief Executive Officer
EXHIBIT 99.1
March 16, 1999
Dear Shareholders:
On Friday, March 12, 1999, we had our first shareholders meeting with the
new Tanner's management and Board in place.
We had a quorum represented at the meeting and passed the two proposals as
presented in the proxy materials:
1. We increased our authorized shares of common stock to 200,000,000.
2. We changed our name to Tanner's Restaurant Group, Inc.
Thank you for your support. I'd like to apologize to our shareholders for
not being more proactive in communicating to you about Tanner's. We have been
working diligently to finalize our funding, clean up old obligations and ensure
that our new management team is solidly in place. This has all been done and we
are looking forward to our future.
We are currently finalizing our year-end audit and will file our form
10-KSB annual report with the SEC shortly. Tim Robinson, our CFO, has dropped
the old Harvest web site but will have a new site by May under the name,
"www.ricktanners.com". You should be able to review all of the current
happenings on an up-to-date basis. We also plan a more active shareholder
mailing campaign to help familiarize investors with our business and our future.
Currently, there are 11 company owned/managed Tanner's restaurants in the
greater Atlanta market and also one franchise store. All stores feature chicken
fingers, BBQ ribs and pork, rotisserie chicken platters, salads, sandwiches and
fifteen fresh vegetables. Large portions served at table-side, at reasonable
prices that appeal to a broad range of customers.
Our operations focus is to continue building sales and maximizing store
level economics. We are taking a hard look at poor performing stores for
specific action plans. We have one new store under construction and one about to
start in early April. We are excited by our new funding and the new growth
horizons now available to us.
In summary, our new corporate structure, the infusion of capital, and the
complete focus of our Board and management team on developing proven restaurant
concepts, should give us a great opportunity to improve shareholder value - for
all of us.
Sincerely,
/s/ Clyde E. Culp
- -----------------
Chairman
