UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

DIVERSIFIED RESTAURANT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-53577		03-0606420
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

27680 Franklin Road Southfield, Michigan		48034
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 223-9160

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))

 

 

Explanatory Note

On February 5, 2010, Diversified Restaurant Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K to report that, among other things, the Company had, through its wholly-owned subsidiary, AMC Wings, Inc. (“Wings”), acquired nine affiliated Buffalo Wild Wings restaurants (the “Affiliated Restaurants” or “AMC Managed Affiliates Group”) effective February 1, 2010, pursuant to the terms of various purchase agreements by and between the Company and each of the Affiliated Restaurants. On April 19, 2010, an amendment was filed on Form 8-K/A (the “First Amendment”) to amend and supplement Item 9.01 of the Form 8-K filed on February 5, 2010 to include the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01.

This Amendment No. 2 on Form 8-K/A amends Item 9.01 of the First Amendment by restating the previously filed Exhibit 99.2, the Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group, to include $3,134,790 of promissory notes that were issued to fund the acquisition of the AMC Managed Affiliates Group. The restatement affected only the consolidated balance sheets, the changes to which are summarized in the table below:

		Previously
		Reported				Restated				Net Change
Current portion of long-term debt		$	2,193,057			$	2,715,522			$	522,465
Total current liabilities		$	3,499,916			$	4,022,381			$	522,465
Long-term debt, less current portion		$	6,767,041			$	9,379,366			$	2,612,325
Total liabilities		$	12,394,950			$	15,529,740			$	$3,134,790
Retained earnings		$	(58,469	)		$	(3,193,259	)		$	(3,134,790	)
Total stockholders’ and members’ equity		$	2,781,798			$	(352,992	)		$	(3,134,790	)
Total liabilities and stockholders’ / members’ equity		$	15,176,748			$	15,176,748			Unchanged

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired

Audited Financial Statements for the AMC Managed Affiliates Group for the Years Ended December 31, 2009 and December 31, 2008*

(b)

Pro Forma Financial Information

Restated Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group

(c)

Not applicable

(d)

The following exhibits are included with this Report.

Exhibit 99.1		Audited Financial Statements for the AMC Managed Affiliates Group for the Years Ended December 31, 2009 and December 31, 2008*
Exhibit 99.2		Restated Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations of Diversified Restaurant Holdings, Inc. and AMC Managed Affiliates Group

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.