false0000852772
0000852772
2020-03-16
2020-03-16
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) March 16, 2020
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-18051
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13-3487402
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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203 East Main Street
Spartanburg, South Carolina 29319-0001
(Address of principal executive offices)
(Zip Code)
(864) 597-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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$.01 Par Value, Common Stock
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DENN
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On March 16, 2020, the Company issued a press release announcing that it has secured additional funding through its revolving credit facility to provide enhanced financial flexibility in light of uncertain market conditions arising from the COVID-19 pandemic. The Company further announced that it expects current circumstances relating to the pandemic to materially affect the Company’s operating results for the second quarter and full year of fiscal 2020, and that the Company expects to update its guidance for fiscal 2020 when it can reasonably estimate the impact of such circumstances, and also announced the termination of the 10b5-1 Plan as discussed below in Item 8.01.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
As reported in a Current Report on Form 8-K filed by the Company on March 4, 2020, the Company entered into a pre-arranged stock trading plan (the "10b5-1 Plan") for the purpose of repurchasing a limited number of shares of the Company’s common stock in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions. Effective on March 16, 2020, the Company terminated the 10b5-1 Plan in light of uncertain market conditions arising from the COVID-19 pandemic. No shares had yet been purchased under the 10b5-1 Plan at the time of its termination.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
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Exhibit
number
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Description
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99.1
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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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.
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Denny's Corporation
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Date: March 16, 2020
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/s/ Robert P. Verostek
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Robert P. Verostek
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Senior Vice President and
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Chief Financial Officer
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