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 4,
2020
Luby’s,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-8308 |
|
74-1335253 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
13111 Northwest Freeway, Suite 600
Houston, Texas 77040
(Address of principal executive offices)
(713) 329-6800
(Registrant’s telephone number, including area code)
Not applicable
(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:
|
☐ |
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 on 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. ☐
On
September 4, 2020, the Board of Directors (the “Board”) of Luby’s,
Inc. (the “Company”) unanimously adopted the liquidation and
dissolution of the Company pursuant to a plan of liquidation and
dissolution (the “Plan of Dissolution”). The Plan of Dissolution is
conditioned upon obtaining stockholder approval and in connection
with obtaining stockholder approval, the Company intends to file a
proxy statement with respect to a special meeting of the Company’s
stockholders.
The
Plan of Dissolution outlines an orderly sale of the Company’s
business, operations and real estate, and an orderly wind down of
any remaining operations. The Company anticipates that it would
file a certificate of dissolution following the full implementation
of the Company’s monetization strategy, which may take one or more
years to complete, or such other earlier time as the Board
determines that the disposition of the Company’s remaining assets
or a sale of the Company is unlikely to maximize the value that can
be returned to stockholders from the Company’s monetization
strategy. Under the Plan of Dissolution, the timing of the filing
of the Certificate of Dissolution will be determined in the sole
discretion of the Board.
The
Board may amend or modify the Plan of Dissolution at any time,
notwithstanding approval of the Plan of Dissolution by the
Company’s stockholders, if the Board determines that such action
would be advisable and in the best interests of the Company and its
stockholders. In addition, prior the filing of the certificate of
dissolution, the Board may abandon the Plan of Dissolution
altogether without further stockholder approval in accordance with
Delaware law.
If at
any time, including after the Plan of Dissolution is approved by
stockholders, the Company receives an offer for a corporate
transaction that, in the view of the Board, will provide superior
value to its stockholders in comparison to the value of the
estimated distributions under the Plan of Dissolution, taking into
account factors that could affect valuation, including timing and
certainty of closing, credit market risks, proposed terms and other
factors, the Plan of Dissolution could be abandoned in favor of
such an alternative transaction.
On
September 8, 2020, the Company issued a press release announcing
that the Board adopted the Plan of Dissolution, a copy of which is
filed as Exhibit 99.1 to this Current Report on Form
8-K.
The
foregoing description of the Plan of Dissolution does not purport
to be complete and is qualified in its entirety by reference to the
Plan of Dissolution filed as Exhibit 2.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Important
Additional Information filed with the SEC
This
Current Report on Form 8-K is for informational purposes only. It
is not a solicitation of a proxy. In connection with the Plan, the
Company intends to file with the U.S. Securities and Exchange
Commission (the “SEC”) a preliminary proxy statement and other
relevant materials. In connection with the Plan of Dissolution, the
Company intends to file with the SEC a preliminary proxy statement
and other relevant materials. THE COMPANY’S STOCKHOLDERS ARE URGED
TO READ THE PRELIMINARY PROXY STATEMENT AND THE OTHER RELEVANT
MATERIALS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PLAN OF DISSOLUTION. Stockholders may obtain a free
copy of the proxy statement and the other relevant materials (when
they become available), and any other documents filed by the
company with the SEC, at the SEC’s web site at http://www.sec.gov.
In addition, the Company will make available or mail a copy of the
definitive proxy statement to stockholders of record on the record
date when it becomes available. A free copy of the proxy statement,
when it becomes available, and other documents filed with the SEC
by the Company may also be obtained by directing a written request
to: Luby’s, Inc., Investor Relations, 13111 Northwest Freeway,
Suite 600, Houston, Texas 77040 or at
http://www.lubysinc.com/investors/filings. Stockholders are urged
to read the proxy statement and the other relevant materials when
they become available before making any voting or investment
decision with respect to the Plan of Dissolution.
Participants
in the Solicitation
The
Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company’s
stockholders in connection with the Plan of Dissolution.
Information about the persons who may be considered to be
participants in the solicitation of the Company’s stockholders in
connection with the Plan of Dissolution, and any interest they have
in the Plan of Dissolution, will be set forth in the definitive
proxy statement when it is filed with the SEC. Additional
information regarding these individuals is set forth in the
Company’s proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on December 30, 2019.
These documents may be obtained free of charge at the SEC’s website
at www.sec.gov. In addition, stockholders may obtain free copies of
the documents filed with the SEC by the Company by directing a
written request to: Luby’s, Inc., Investor Relations, 13111
Northwest Freeway, Suite 600, Houston, Texas 77040 or at
http://www.lubysinc.com/investors/filings.
Forward-looking
Statements
This
Current Report on Form 8-K contains statements that are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements
contained in this Current Report on Form 8-K, other than statements
of historical fact, are “forward-looking statements” for purposes
of these provisions, including the statements regarding sales of
assets, effects of the Plan, expected proceeds from the sale of
assets, and expected proceeds to be distributed to
stockholders.
Luby’s
cautions readers that various factors could cause its actual
financial and operational results to differ materially from those
indicated by forward-looking statements made from time-to-time in
news releases, reports, proxy statements, registration statements,
and other written communications, as well as oral statements made
from time to time by representatives of Luby’s. The following
factors, as well as any other cautionary language included in this
Current Report on Form 8-K, provide examples of risks,
uncertainties and events that may cause Luby’s actual results to
differ materially from the expectations Luby’s describes in such
forward-looking statements: general business and economic
conditions; the effects of the COVID-19 pandemic; the impact of
competition; our operating initiatives; fluctuations in the costs
of commodities, including beef, poultry, seafood, dairy, cheese and
produce; increases in utility costs, including the costs of natural
gas and other energy supplies; changes in the availability and cost
of labor; the seasonality of Luby’s business; changes in
governmental regulations, including changes in minimum wages; the
effects of inflation; the availability of credit; unfavorable
publicity relating to operations, including publicity concerning
food quality, illness or other health concerns or labor relations;
the continued service of key management personnel; and other risks
and uncertainties disclosed in Luby’s annual reports on Form 10-K
and quarterly reports on Form 10-Q. Further information regarding
the risks, uncertainties and other factors relating the Plan, the
expected net proceeds from the sale of assets, and expected
proceeds to be distributed to stockholders, will be discussed under
the section “Risk Factors” in the definitive proxy statement that
will be filed with the SEC in connection with the Plan, when it
becomes available.
Item
9.01. Financial Statements and Exhibits.
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:
September 8, 2020 |
LUBY’S,
INC. |
|
|
|
|
By: |
/s/
Christopher J. Pappas |
|
|
Christopher
J. Pappas |
|
|
President
and Chief Executive Officer |
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