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: February 25, 2005
(Date of earliest event reported)
NATHAN'S FAMOUS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3189 11-3166443
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
1400 Old Country Road, Westbury, New York 11590
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (516) 338-8500
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(Former name or former address, if changed since last report.)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 25, 2005, Nathan's Famous Operating Corp. ("Operating Corp."),
a wholly-owned subsidiary of Nathan's Famous, Inc. (the "Registrant") and Thor
Realty, LLC ("Buyer") entered into a purchase and sale agreement (the "Real
Estate Agreement") dated as of February 23, 2005 pursuant to which Operating
Corp. has agreed to sell to Buyer all of the Operating Corp.'s right, title and
interest in and to a vacant real estate parcel located in Brooklyn, New York, in
exchange for a payment of $3,100,000. The Real Estate Agreement also provides
that at the time of the sale of the real estate Operating Corp. (as tenant) will
cause its affiliate, Namasil Realty Corp. to assign, and Buyer will assume, all
the rights and obligations of the tenant under a lease for an adjacent property
between Namasil and Ida's Realty Corp. dated November 17, 1967, as amended, in
exchange for the payment of $500,000 to Operating Corp. over a period of up to 3
years.
There is no material relationship between the Registrant and any of its
affiliates and the Buyer, other than in respect of the Real Estate Agreement.
A copy of the Real Estate Agreement is filed as Exhibit 10.1
hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) 10.1 Purchase and Sale Agreement dated as of February 23, 2005 between
Nathan's Famous Operating Corp. and Thor Realty, LLC.
SIGNATURE
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, thereunder duly authorized.
NATHAN'S FAMOUS, INC.
By: /s/Ron DeVos
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Ronald DeVos
Vice-President Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: February 28, 2005