UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSED OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
DENNY'S CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3487402
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(State of Incorporation or Organization) (IRS Employer Identification No.)
203 East Main Street, Spartanburg, SC 29319-0001
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
EXPLANATORY NOTE: This Amendment to Form 8-A is being filed to reflect the
Amended and Restated Rights Agreement of the Registrant. The following Item 1
restates in its entirety the description of the Rights (as defined below) and
the Amended and Restated Rights Agreement is filed herewith as an exhibit in
Item 2.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On December 14, 1998, the Board of Directors of Denny's Corporation
(formerly known as Advantica Restaurant Group, Inc.) (the "Corporation")
declared a dividend distribution of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, par value $0.01 per share
(the "Common Shares"), of the Corporation. The dividend was payable to the
stockholders of record on December 30, 1998 (the "Record Date"), and with
respect to Common Shares issued thereafter, until the Distribution Date (as
defined below) and, in certain circumstances, with respect to Common Shares
issued after the Distribution Date. As of January 5, 2005, the number of
outstanding Common Shares was 89,987,134. Except as set forth below, each Right,
when it becomes exercisable, entitles the registered holder to purchase from the
Corporation one one-thousandth of a share of Series A Junior Participating
Preferred Stock, $0.10 par value (the "Preferred Shares"), of the Corporation at
a price of $42.50 per one-thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment after December 15, 1998. The description and
terms of the Rights as currently in effect are set forth in an Amended and
Restated Rights Agreement (the "Rights Agreement") between the Corporation and
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent"), dated as of January 5, 2005.
Initially, the Rights attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates were
distributed. The Rights will separate from the Common Shares upon the earliest
to occur of (i) a person or group of affiliated or associated persons having
acquired beneficial ownership of 15% or more of the outstanding Common Shares
(except pursuant to a Permitted Offer, as hereinafter defined), or (ii) 10 days
(or such later date as the Board of Directors of the Corporation may determine)
following the commencement or announcement of an intention to make a tender or
exchange offer, the consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined) (the earliest of such
dates being called the "Distribution Date"). A person or group whose acquisition
of Common Shares causes a Distribution Date pursuant to clause (i) above is an
"Acquiring Person." Because of their level of ownership of Common Shares at
December 15, 1998, Loomis, Sayles & Company, L.P. and certain related entities
have been specifically excluded from the definition of "Acquiring Person",
provided that they will become an Acquiring Person if they acquire Common Shares
in excess of 1% of their current beneficial ownership. The date that a person or
group announces publicly that it has become an Acquiring Person is the "Shares
Acquisition Date." In addition, the term "Acquiring Person" shall not include
any person who became the beneficial owner of 15% or more of the then
outstanding Common Shares as a result of the purchase of Common Shares, pursuant
to any one of those certain Subscription Agreements, dated as of July 6, 2004
between the Corporation and certain accredited institutional investors, as
approved by the Board of Directors of the Corporation on July 2, 2004, unless
and until, subject to the other terms and limitations of the Rights Agreement,
such time thereafter as any such person shall become the beneficial owner of
additional Common Shares (other than by means of stock dividend, stock split or
otherwise as a result of the acquisition of additional Common Shares directly
from the Corporation) constituting an additional 1% of the outstanding shares of
the Corporation.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date (and to each initial record holder of certain Common Shares
issued after the Distribution Date), and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 30, 2008, unless earlier redeemed by
the Corporation as described below.
In the event that any person becomes an Acquiring Person or an
affiliate or associate thereof, (except pursuant to a tender or exchange offer
which is for all outstanding Common Shares at a price and on terms which a
majority of certain members of the Board of Directors determines to be adequate
and in the best interests of the Corporation, its stockholders and other
relevant constituencies, other than such Acquiring Person, its affiliates and
associates (a "Permitted Offer")), each holder of a Right will thereafter have
the right (the "Flip-in Right") to receive upon exercise the number of Common
Shares or one one-thousandth of a share of Preferred Shares (or, in certain
circumstances, other securities of the Corporation) having a value (immediately
prior to such triggering event) equal to two times the exercise price of the
Right. Notwithstanding the foregoing, following the occurrence of the event
described above, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person or any
affiliate or associate thereof will be null and void.
In the event that, at any time following the Shares Acquisition
Date, (i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Corporation's assets or earning power is sold or transferred, in either case
with or to an Acquiring Person or any affiliate or associate or any other person
in which such Acquiring Person, affiliate or associate has an interest or any
person acting on behalf of or in concert with such Acquiring Person, affiliate
or associate, or, if in such transaction all holders of Common Shares are not
treated alike, then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right (the "Flip-over
Right") to receive, upon exercise, common shares of the acquiring company (or in
certain circumstances, its parent) having a value equal to two times the
exercise price of the Right. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or surrenders the Flip-In
Right.
The Purchase Price payable, and the number of Preferred Shares,
Common Shares or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares, or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above.)
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $10.00 per share but, if greater, will be entitled
to an aggregate dividend per share of 1,000 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred Shares
will be entitled to the greater of (i) a minimum preferential liquidation
payment of $1,000 per share and (ii) an aggregate payment per share of at least
1,000 times the aggregate payment made per Common Share. These rights are
protected by customary antidilution provisions. In the event that the amount of
accrued and unpaid dividends on the Preferred Shares is equivalent to six full
quarterly dividends or more, the holders of the Preferred Shares shall have the
right, voting as a class, to elect two directors in addition to the directors
elected by the holders of the Common Shares until all cumulative dividends on
the Preferred Shares have been paid through the last quarterly dividend payment
date or until non-cumulative dividends have been paid regularly for at least one
year.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of a least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are one one-thousandth or integral multiples of one
one-thousandth of a Preferred Share, which may, at the election of the
Corporation, be evidenced by depository receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming
an Acquiring Person or (ii) the expiration of the Rights, and under certain
other circumstances, the Corporation may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") which redemption
shall be effective upon the action of the Board of Directors. Additionally,
following the Shares Acquisition Date, the Corporation may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price, provided
that such redemption is in connection with a merger or other business
combination transaction or series of transactions involving the Corporation in
which all holders of Common Shares are treated alike but not involving an
Acquiring Person or its affiliates or associates. The payment of the Redemption
Price may be deferred under certain circumstances as contemplated in the Rights
Agreement.
All of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Corporation prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or, subject to certain
limitations, to shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Corporation, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should the Rights
become exercisable or upon the occurrence of certain events thereafter.
Attached hereto as Exhibit 1 and incorporated herein by reference
are a copy of the Amended and Restated Rights Agreement, dated January 5, 2005,
between the Corporation and Continental Stock Transfer & Trust Company, as
Rights Agent, specifying the terms of the Rights, and the exhibits thereto, as
follows: Exhibit A - Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock; Exhibit B - Form of Right
Certificate; and Exhibit C - Summary of Rights to Purchase Preferred Shares. The
foregoing description of the Rights is qualified in its entirety by reference to
the Rights Agreement.
Item 2. EXHIBITS
Listed below are all exhibits filed as a part of this registration
statement.
EXHIBIT
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NUMBER DESCRIPTION
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1 Amended and Restated Rights Agreement dated as of January 5, 2005,
between Denny's Corporation and Continental Stock Transfer & Trust
Company (including Form of Right Certificate) (filed herewith).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DENNY'S CORPORATION
Date: January 12, 2005 By:
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Rhonda J. Parish
Executive Vice President, General
Counsel and Secretary