Attached files
| file | filename |
|---|---|
| EX-4.4 - THIRD AMENDMENT TO RIGHTS AGREEMENT, DATED AS OF FEBRUARY 14, 2021 - LUBYS INC | ea135756ex4-4_luby.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): February 14, 2021
LUBY’S,
INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-8308 | 74-1335253 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 13111 Northwest Freeway, Suite 600 Houston, Texas | 77040 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 329-6800
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:
| [_] | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange at which registered |
| Common Stock ($0.32 par value per share) | LUB | New York Stock Exchange |
| Common Stock Purchase Rights | N/A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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 3.03. Material Modification to Rights of Security Holders.
On February 14, 2021, Luby’s, Inc. and American Stock Transfer & Trust Company, LLC entered into the Third Amendment to Rights Agreement (the “Third Amendment”), amending the Rights Agreement, dated as of February 15, 2018, as amended by the First Amendment to Rights Agreement, dated as of February 11, 2019, and the Second Amendment to Rights Agreement, dated as of February 14, 2020 (as amended, the “Rights Agreement”). The Third Amendment extends the final expiration time of the Rights Agreement from 5:00 p.m. New York City time on February 15, 2021 to 5:00 p.m. New York City time on February 15, 2022.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is filed as Exhibit 4.4 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed herewith.
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: February 16, 2021 | LUBY’S, INC. | |
| By: | /s/ Michael Racusin | |
| Michael Racusin | ||
| General Counsel and Corporate Secretary |