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EX-99.1 - EXHIBIT 99.1 - BENIHANA INCv234727_ex99-1.htm

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):        September 12, 2011

BENIHANA INC.

(Exact name of registrant as specified in its charter)

Delaware
 
0-26396
 
65-0538630
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)

8685 Northwest 53rd Terrace, Miami, Florida
 
33166
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code:       (305) 593-0770

None

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 (see General Instruction A.2.):

 
x
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 8.01     Other Events

On September 12, 2011, Benihana Inc. announced the preliminary results of the special meeting of stockholders held earlier that day. The Company’s press release is attached as Exhibit 99.1.
 
Item 9.01     Financial Statements and Exhibits

(d)  Exhibits:

Exhibit
Number
 
Exhibit
99.1
 
Press Release of Benihana Inc. dated September 12, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
BENIHANA INC.
   
Dated: September 12, 2011
By:  /s/  J. David Flanery
 
 J. David Flanery
 
Chief Financial Officer