Attached files
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EX-2.01 - EX-2.01 - Diversified Restaurant Holdings, Inc. | c95768exv2w01.htm |
EX-99.01 - EXHIBIT 99.01 - Diversified Restaurant Holdings, Inc. | c95768exv99w01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2010
DIVERSIFIED RESTAURANT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-53577 | 20-5621294 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
21751 W. Eleven Mile Road Suite 208 Southfield, MI |
48076 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (248) 223-9160
(Former name or former address, 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 2.01 Completion of Acquisition of Assets
On February 1, 2010, Diversified Restaurant Holdings, Inc. (the Company), through its
wholly-owned subsidiary AMC Wings, Inc. (Wings), acquired nine affiliated Buffalo Wild Wings
restaurants (the Affiliated Restaurants) for a total purchase price of $3,134,790 by exercising
the option to purchase described below. Table 1, below, details the name, location, identity of
the sellers and purchase price of each of the Affiliated Restaurants. The purchase of each of the
Affiliated Restaurants was accomplished pursuant to an Amended and Restated Stock Purchase
Agreement or a Membership Interest Purchase Agreement, as applicable (the Purchase Agreements).
Each of the Purchase Agreements is dated February 1, 2010. Conformed copies of the Purchase
Agreements are attached as Exhibit 2.01. The information provided in this Current Report is
subject to qualification by reference to the Purchase Agreements.
Prior to this acquisition, the Company managed and operated each of the Affiliated Restaurants
through its wholly-owned subsidiary, AMC Group, Inc. In August of 2008, the Company obtained the
option to purchase 100% of the outstanding equity interests of the holding companies of each of the
Affiliated Restaurants. Under the terms of the Purchase Agreements, the purchase price for each of
the Affiliated Restaurants was determined by multiplying each companys average annual earnings
before interest, taxes, depreciation and amortization (EBITDA), for the previous three (3) fiscal
years (2007, 2008 and 2009) by two, and subtracting the long-term debt of such company. Two of the
Affiliated Restaurants did not have a positive purchase price under the above formula. As a
result, the purchase price for those entities was set at $1.00 per membership interest percentage.
The Companys option to acquire the Affiliated Restaurants was set to expire on August 31, 2010.
Each of the Affiliated Restaurants was owned by the related persons identified adjacent to
such restaurants name in Table 1 below. These persons have the following relationships with the
Company:
| T. Michael Ansley is the Chairman of the Board of Directors, President and CEO and a
principal shareholder of the Company; |
| Thomas D. Ansley is the father of T. Michael Ansley and a principal shareholder of the
Company; |
| Mark C. Ansley is the brother of T. Michael Ansley; |
| Steven A. Menker is a principal shareholder of the Company; |
| Jason T. Curtis is the Chief Operations Officer and a principal shareholder of the
Company; and |
| Michael R. Lichocki is an area manager for, and a shareholder of, the Company. |
The acquisition of the Affiliated Restaurants was approved by resolution of the disinterested
directors of the Company, who determined that the acquisition terms were at least as favorable as
those that could be obtained through arms-length negotiations with an unrelated party.
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The Company has paid the purchase price for each of the Affiliated Restaurants to each selling
shareholder by issuing an unsecured promissory note for the pro rata value of the equity interest
in the Affiliated Restaurants. The promissory notes bear interest at 6% per year, mature on
February 1, 2016, and are payable in quarterly installments, with principal and interest fully
amortized over six years.
Table 1
Holding Company Name and Restaurant | ||||||
Location | Selling Equityholders | Purchase Price | ||||
TMA Enterprises of Novi, Inc. |
T. Michael Ansley | $ | 613,366 | |||
Buffalo Wild Wings Grill & Bar |
Thomas D. Ansley | |||||
44375 Twelve Mile Rd. |
Steven A. Menker | |||||
Novi, MI 48377 |
||||||
TMA Enterprises of Ferndale, LLC |
T Michael Ansley | $ | 658,663 | |||
Buffalo Wild Wings Grill & Bar |
Thomas D. Ansley | |||||
280 W. Nine Mile Road |
Steven A. Menker | |||||
Ferndale, Michigan 48220 |
Jason T. Curtis | |||||
Flyer Enterprises, Inc. |
T. Michael Ansley | $ | 541,167 | |||
Buffalo Wild Wings Grill & Bar |
Thomas D. Ansley | |||||
44671 Mound Road |
Steven A. Menker | |||||
Sterling Heights, MI 48314 |
||||||
Bearcat Enterprises, Inc. |
T. Michael Ansley | $ | 381,182 | |||
Buffalo Wild Wings Grill & Bar |
Jason T. Curtis | |||||
15745 15 Mile Rd. |
Steven A. Menker | |||||
Clinton Township, MI 48035 |
||||||
Anker, Inc. |
T. Michael Ansley | $ | 292,961 | |||
Buffalo Wild Wings Grill & Bar |
Thomas D. Ansley | |||||
3190 Silver Lake Rd. |
Steven A. Menker | |||||
Fenton, MI 48430 |
||||||
AMC Warren, LLC |
T. Michael Ansley | $ | 549,225 | |||
Buffalo Wild Wings Grill & Bar |
Steven A. Menker | |||||
29287 Mound Rd. |
Jason T. Curtis | |||||
Warren, MI 48092 |
Michael R. Lichocki | |||||
MCA Enterprises Brandon, Inc. |
T Michael Ansley | $ | 98,025 | |||
Buffalo Wild Wings Grill & Bar |
Thomas D. Ansley | |||||
2055 Badlands Drive |
Mark C. Ansley | |||||
Brandon, FL 33511 |
Steven A. Menker | |||||
Jason T. Curtis | ||||||
Buckeye Group, LLC |
T Michael Ansley | $ | 100 | |||
Buffalo Wild Wings Grill & Bar |
Thomas D. Ansley | |||||
13416 Boyette Rd. |
Mark C. Ansley | |||||
Riverview, FL 33569 |
Steven A. Menker | |||||
Jason T. Curtis | ||||||
Buckeye Group II, LLC |
T Michael Ansley | $ | 100 | |||
4067 Clark Rd. |
Thomas D. Ansley | |||||
Sarasota, FL 34233 |
Mark C. Ansley | |||||
Steven A. Menker | ||||||
Jason T. Curtis | ||||||
Total Purchase Price |
$ | 3,134,790 | ||||
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Item 8.01 Other Events.
On February 1, 2010, the Company issued a press release announcing the acquisition of the
Affiliated Restaurants. A copy of the press release is attached hereto as Exhibit 99.01 and is
incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this Item 9.01(a) are not included in this initial report
on Form 8-K. The required financial statements will be filed as an amendment to this Current
Report on Form 8-K/A no later than 71 days after the deadline for filing this Current Report on
Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 9.01(b) is not included in this
initial report on Form 8-K. The required pro forma financial information will be filed as an
amendment to this Current Report on Form 8-K/A no later than 71 days after the deadline for filing
this Current Report on Form 8-K.
(c) Not applicable
(d) The following exhibits are included with this Report.
Exhibit 2.01
|
Purchase Agreement for each of the nine Affiliated Restaurants. | |
Exhibit 99.01
|
Press Release dated February 1, 2009. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED RESTAURANT HOLDINGS, INC. |
||||
Dated: February 5, 2010 | By: | /s/ T. Michael Ansley | ||
Name: | T. Michael Ansley | |||
Title: | President | |||
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