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 eventreported): July 6, 2004
Denny's Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-18051 13-3487402
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
203 East Main Street, Spartanburg, SC 29319-0001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (864) 597-8000
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(Former name or former address, if changed since last report)
Item 5. Other Events and Required FD Disclosure.
On July 7, 2004, Denny's Corporation (the "Company") announced the
completion of a private placement of shares of its common stock ("Common Stock")
to accredited institutional investors, raising aggregate gross proceeds of
approximately $92 million. In connection with the private placement, the Company
issued 48,429,997 shares of its Common Stock (the "Purchased Shares") at $1.90
per share. The Company has agreed to file a registration statement covering
resales of the Purchased Shares.
A press release, dated July 7, 2004, announcing the private placement
is filed herewith as Exhibit 99.1 and incorporated herein by reference. The
private placement of the Purchased Shares was made pursuant to Subscription
Agreements entered into between the Company and each of the investors. A form of
the Subscription Agreement is filed herewith as Exhibit 99.2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
Exhibit No. Description
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99.1 Press Release dated July 7, 2004, issued by
Denny's Corporation
99.2 Form of Subscription Agreement
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.
DENNY'S CORPORATION
By: /s/ Andrew F. Green
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Andrew F. Green
Senior Vice President and
Chief Financial Officer
Date: July 7, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated July 7, 2004, issued by
Denny's Corporation
99.2 Form of Subscription Agreement