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): August 2, 2011
MCCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35148 | 20-1193199 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1414 NW Northrup Street, Suite 700, Portland, Oregon 97209
(Address of principal executive offices) (Zip Code)
(503) 226-3440
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 2, 2011, McCormick & Schmick Acquisition Corp. and The Boathouse Restaurants of Canada, Inc. (the “Borrowers”), each a subsidiary of McCormick & Schmick’s Seafood Restaurants, Inc. (the “Company”) entered into a Fourth Amendment to Amended and Restated Revolving Credit Agreement (the “Amendment”) by and among the Borrowers; Bank of America, N.A. as Administrative Agent; Bank of America, N.A. and Wells Fargo Bank, N.A. as the lenders; which amends the Amended and Restated Credit Agreement dated as of December 28, 2007 (as amended and in effect from time to time the “Credit Facility”). The Amendment redefines “Consolidated EBITDA” for any fiscal period through FQ4 2011 by adding to that amount certain one-time charges consisting of advisory, legal, bonus and other similar expenses incurred during such period in connection with the unsolicited tender offer, potential sales process and broad evaluation of other strategic alternatives, up to $2,500,000 in the aggregate. The Credit Facility is guaranteed by the Company and all its U.S. and Canadian subsidiaries. Loans under the Credit Facility are secured by a pledge of the capital stock of the Company’s subsidiaries, subject to certain limitations relating to the capital stock of the Company’s foreign subsidiaries.
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.
Date: August 4, 2011
| McCormick & Schmick’s Seafood Restaurants, Inc. | ||
| By: | /s/ Michelle M. Lantow | |
| Michelle M. Lantow | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||