UNITED STATES

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): February 11, 2019
 
Luby's, Inc.

(Exact name of registrant as specified in its charter)
 
 
Delaware
001-8308
74-1335253
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
 
 
 
 
 
13111 Northwest Freeway, Suite 600
Houston, Texas 77040
 
(Address of principal executive offices, including zip code)
  
 
(713) 329-6800
 
(Registrant's telephone number, including area code)

 
(Former name, former address and former fiscal year, if changed since last report)
 
   
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






Item 1.01. Entry into a Material Definitive Agreement.
 
On February 11, 2019, Luby’s, Inc. (the “Company”) entered into an amendment (the “Amendment”) with American Stock Transfer & Trust Company, LLC (the “Rights Agent”), to the Rights Agreement, dated as of February 15, 2018, between the Company and the Rights Agent to extend the Final Expiration Time of the Rights Agreement to February 15, 2020.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and the Amendment, copies of which are filed herewith as Exhibit 4.1 and 4.2 respectively, and each of which is incorporated herein by reference.
 
Item 3.03. Material Modification to Rights of Security Holders.
 
The information contained in Item 1.01 above is incorporated by reference into this Item 3.03.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)  Exhibits . The following exhibits are filed herewith.
 
Exhibit No.
 
Description
 
Rights Agreement, dated as of February 15, 2018, between Luby’s, Inc. and American Stock Transfer & Trust Company, LLC, including all exhibits thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed with the Securities and Exchange Commission on February 16, 2018).
 
 
 
 
First Amendment to Rights Agreement, dated as of February 11, 2019, between Luby’s, Inc. and American Stock Transfer & Trust Company, LLC.







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.
 
 
LUBY'S, INC.
 
(Registrant)
 
 
 
Date:
February 12, 2019
 
By:
/s/Christopher J. Pappas
 
 
Christopher J. Pappas
 
 
President and Chief Executive Officer






EXHIBIT 4.2

FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this “ Amendment ”) is made effective as of the 11 day of February, 2019. This Amendment is an amendment to the Rights Agreement, dated as of February 15, 2018 (the “ Rights Agreement ”), between Luby’s, Inc., a Delaware corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC (the “ Rights Agent ”). The Company and the Rights Agent are collectively referred to as the “ Parties ” and each individually as a “ Party .” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement.
RECITALS
WHEREAS , the board of directors of the Company (the “ Board ”) previously adopted the Rights Agreement;
WHEREAS , on February 15, 2018, the Board declared a dividend distribution of one purchase right (a “ Right ”) for each outstanding share of the Company’s common stock, par value $0.32 per share (the “ Common Stock ”), outstanding as of the close of business on February 28, 2018 (the “ Record Date ”), and authorized the issuance of one Right for each share of Common Stock that becomes outstanding between the Record Date and the earliest of the Distribution Date and the Expiration Date, and under certain other circumstances;
WHEREAS , the Rights are set to expire at the close of business on February 15, 2019 (the “ Final Expiration Time ”);
WHEREAS , pursuant to Section 27 of the Rights Agreement, prior to the Stock Acquisition Date, the Company and the Rights Agent may supplement or amend any provision of the Rights Agreement, without the approval of any holders of Rights and the Rights Agent shall duly execute and deliver any supplement or amendment requested by the Company in writing provided that the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment complies with the terms of the Rights Agreement;
WHEREAS , the Stock Acquisition Date has not yet occurred;
WHEREAS , the Board of Directors of the Company has determined in good faith that the amendment of the Rights Agreement as set forth herein is desirable, has duly authorized and adopted such amendment to the Rights Agreement, and, pursuant to Section 27 of the Rights Agreement, has directed that such amendment to the Rights Agreement be made; and
WHEREAS , the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company that states that this Amendment complies with the terms of the Rights Agreement and has directed the Rights Agent to amend the Rights Agreement as set forth herein.
NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the Parties hereby agree as follows.
Section 1. Amendment to Rights Agreement . Paragraph (a) of Section 7 of the Rights Agreement is hereby deleted and replaced in its entirety with the following: “(a) Subject to  Section 7(e) , the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set forth in  Section 7(c) ,  Section 9(c) ,  Section 11(a)(iii)  and  Section 23(a) ) in whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on February 15, 2020 (the “ Final Expiration Time ”), (ii) the time at which the Rights are redeemed as provided in  Section 23  or (iii) the time at which such Rights are exchanged pursuant to  Section 24  (the earliest of (i), (ii) and (iii) being herein referred to as the “ Expiration Time ”).”

Section 2. Amendments to Form of Rights Certificate .

a) The first sentence of the first paragraph of the Form of Rights Certificate, which is attached as Exhibit A to the Rights Agreement, is hereby deleted and replaced in its entirety with the following: “NOT EXERCISABLE AFTER FEBRUARY 15, 2020 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY.”

b) The first sentence of the second paragraph of the Form of Rights Certificate, which is attached as Exhibit A to the Rights Agreement, is hereby deleted and replaced in its entirety with the following: “This certifies that [                  ], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of February 15, 2018 (the “ Rights Agreement ”), between Luby’s, Inc., a Delaware corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC (the “ Rights Agent ”), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on February 15, 2020 at the office or offices of the Rights Agent




designated for such purpose, or its successors as Rights Agent, half of a fully paid, nonassessable share of common stock, par value $0.32 per share (the “ Common Stock ”), of the Company, at a purchase price of $6.00 per one-half of a share of Common Stock (the “ Purchase Price ”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed.”

Section 3. Amendment to Summary of Rights to Purchase Common Stock. The section entitled Expiration Time in the Summary of Rights to Purchase Common Stock, which is attached as Exhibit B to the Rights Agreement, is hereby deleted and replaced in its entirety with the following: “ Expiration Time . Unless earlier redeemed or exchanged by the Company as described below, the rights will expire at the close of business on February 15, 2020.”

Section 4. Remaining Terms; Controlling Agreement . All other provisions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. From and after the execution and delivery of this Amendment, any references to the Rights Agreement in the Rights Agreement and other agreements or instruments shall be deemed to refer to the Rights Agreement as amended pursuant to this Amendment. In the event of any conflict between the terms of this Amendment and the Rights Agreement, this Amendment shall control.

Section 5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that, notwithstanding anything in this Amendment to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Amendment would adversely affect the purpose or effect of this Amendment, the right of redemption set forth in Section 23 the Rights Agreement shall be reinstated and shall not expire until the Close of Business on the tenth day following the date of such determination by the Board.

Section 6. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

Section 7. Descriptive Headings . Descriptive headings of the sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 8. Counterparts. This Amendment may be executed in one or more counterpart, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.


[Remainder of Page Left Intentionally Blank]






IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first set forth above.
LUBY’S, INC.
By: /s/ Peter Tropoli_______________________________
Peter Tropoli
General Counsel and Corporate Secretary



AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By: /s/ Michael A. Nespoli____________________________
Michael A. Nespoli
Executive Director