8-K

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): August 1, 2005 (July 31, 2005)

J. ALEXANDER’S CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee	1-08766	62-0854056
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202

(Address of principal executive offices) (Zip Code)

(615) 269-1900

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-10.1 AMENDED AND RESTATED STANDSTILL AGREEMENT
EX-99.1 PRESS RELEASE 08/01/05

Item 1.01 Entry into a Material Definitive Agreement.

     On July 31, 2005, J. Alexander’s Corporation (the “Company”) entered into an Amended and Restated Standstill Agreement with Solidus Company (“Solidus”), its largest shareholder, to extend, subject to certain conditions, the existing contractual restrictions on Solidus’s 1,747,846 shares of the Company’s Common Stock until December 1, 2009. The agreement will continue after January 15, 2006, provided that the Company pays a cash dividend to shareholders of either $0.025 per share, each quarter, or $0.10 per share, annually. Solidus agreed that it will not seek to increase its ownership of J. Alexander’s Common Stock above 33% of the Common Stock outstanding and that it will not sell or otherwise transfer its Common Stock without the consent of the Company’s Board of Directors; provided that Solidus and its affiliate may sell up to 106,000 shares per twelve-month period beginning December 1, 2006. The Amended and Restated Standstill Agreement amends and restates, and replaces in its entirety, the Stock Purchase and Standstill Agreement dated as of March 22, 1999.

     The agreement was negotiated and approved on behalf of the Company by the Audit Committee of the Board of Directors, which is comprised solely of independent directors, who were advised by independent counsel. This description is qualified by the Amended and Restated Standstill Agreement, which is filed as an exhibit herewith.

Item 7.01. Regulation FD Disclosure.

     J. Alexander’s Corporation’s press release describing the Amended and Restated Standstill Agreement is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits:

          10.1      Amended and Restated Standstill Agreement dated July 31, 2005

          The following exhibit is furnished herewith:

          99.1      Press Release dated August 1, 2005.

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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, hereunto duly authorized.

Date: August 1, 2005	J. ALEXANDER’S CORPORATION
	By:	/s/ R. Gregory Lewis
		R. Gregory Lewis
		Chief Financial Officer, Vice President of Finance and Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	10.1	Amended and Restated Standstill Agreement dated July 31, 2005
	99.1	Press Release issued by J. Alexander’s Corporation dated August 1, 2005

4

EX-10.1

                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED STANDSTILL AGREEMENT

      This AMENDED AND RESTATED STANDSTILL AGREEMENT dated as of July 31, 2005,
among Solidus Company (formerly known as Solidus, LLC), a Tennessee general
partnership ("Solidus"), and J. Alexander's Corporation, a Tennessee corporation
(the "Company").

      Solidus owns 1,747,846 shares of Common Stock, $.05 par value, of the
Company (the "Common Stock"), and Solidus and the Company have been bound by a
Stock Purchase and Standstill Agreement dated as of March 22, 1999, which
provided for the purchase by Solidus of shares of Common Stock and imposed
certain restrictions on Solidus' ability to transfer shares of Common Stock and
other activities, which restrictions were to expire on March 22, 2006. The Stock
Purchase and Standstill Agreement was amended by a First Amendment to Stock
Purchase and Standstill Agreement dated as of August 11, 2003 ("First
Amendment"). This Standstill Agreement amends and restates the Stock Purchase
and Standstill Agreement, which is hereby terminated.

      NOW, THEREFORE, in consideration of the promises herein made and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                        ARTICLE I. STANDSTILL AGREEMENT

      For purposes of this Article: "Solidus" means Solidus Company, a Tennessee
general partnership, its affiliates, its subsidiaries, and other corporations,
entities and persons under its direct or indirect control or under common
control or acting on its behalf or in concert with it (including, but not
limited to, Solidus Partners, L.P.), except as to Section 1.1(A)(4), which shall
bind only Solidus, Solidus Partners, L.P., any successor investment
partnerships, and persons receiving partnership distributions from such
entities; and "Voting Securities" means Common Stock and any other securities of
the Company entitled to vote generally for the election of directors.

      1.1. Solidus covenants and agrees as follows:

            (A) Until December 1, 2009 (or at the end of any Extension if the
      Company does not then pay the Minimum Dividend required to effect an
      additional Extension), Solidus will not, without the prior consent of the
      Company's Board of Directors specifically expressed in a resolution
      adopted by a majority of the directors of the Company who are not
      employees, directors or designees of Solidus:

                  (1) acquire, directly or indirectly, by purchase or otherwise,
            any Voting Securities, if after such acquisition Solidus would hold



            beneficially or of record in the aggregate more than 33.0% of the
            Voting Securities then outstanding;

                  (2) solicit proxies with respect to Voting Securities under
            any circumstances; provided however, that this prohibition shall not
            apply to a solicitation made by the Company's Board of Directors if
            an affiliate or designee of Solidus is a member of the Company's
            Board of Directors;

                  (3) deposit any Voting Securities in a voting trust or any
            similar arrangement; or

                  (4) sell, transfer or otherwise dispose of any Voting
            Securities, except:

            (a) to the Company or to any person, corporation, entity or group
      approved by the Company;

            (b) to any affiliate, subsidiary or entity under the direct or
      indirect control of, or under common control with, Solidus; or

            (c) pursuant to the provisions of Section 1.5 below.

            (B) The restrictions set forth in Paragraph (A) (1) and (A) (2)
      hereof shall terminate if:

                  (1) At any time, any corporation, entity, person or group
            (other than the Company) makes a tender or exchange offer to holders
            of Voting Securities which, if successful, would result in such
            person holding in excess of 10% of the outstanding Voting
            Securities. For purposes of this Paragraph (B) (1) a tender or
            exchange offer shall be deemed to have been made when (but not
            before) offering documents are first published, sent or given to
            holders of Voting Securities.

                  (2) At any time, any corporation, entity, person or group
            other than Solidus files:

            (a) A notice under Section 7A of the Clayton Act relating to the
      intention to acquire more than 15% of the outstanding Voting Securities,
      or

            (b) a Schedule 13D under the Securities Exchange Act of 1934 (the
      "Exchange Act") relating to the acquisition of more than 10% of the
      outstanding Voting Securities.

                  (3) At any time the Company proposes, authorizes or adopts a
            merger, consolidation, sale of all or substantially all its assets
            or other transaction or series of transactions pursuant to which
            shareholders of the

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            Company would receive for their shares securities of one or more
            entities or cash or property or some combination thereof; provided,
            however, that this subparagraph (3) shall not apply to a plan of
            complete liquidation adopted by the shareholders of the Company.

                  (4) During any period of two consecutive years, individuals
            who at the beginning of any such two-year period constituted the
            Board of Directors of the Company cease to constitute at least a
            majority thereof. However, if the election, or nomination for
            election by the Company's shareholders, of a director of the Company
            first elected during such period was approved by a vote of at least
            two-thirds of the directors of the Company then still in office who
            were directors of the Company at the beginning of such period, then
            such new director will be treated as if he were an individual who
            served at the beginning of the two-year period for purposes of the
            determination made in the preceding sentence.

      1.2. The Company covenants and agrees as follows:

            (A) The Company will not interpose any objection or take any legal
      action as a plaintiff in connection with the acquisition by Solidus of up
      to 33.0% of the Voting Securities.

            (B) The Company agrees to give Solidus prompt notice of the receipt
      of (i) any written notice from any corporation, entity, person or group
      couched in such terms as to put the Company reasonably on notice of the
      likelihood that such corporation, entity, person or group will seek to
      acquire more than 10% of the outstanding Voting Securities, (ii) any
      notice under Section 7A of the Clayton Act and (iii) any Schedule 13D
      under the Exchange Act.

      1.3. Solidus agrees to the placement on the certificate(s) representing
any Voting Securities owned by Solidus of the following legend:

            "The shares represented by this certificate or any certificate
            issued in exchange therefor are subject to restrictions on sale or
            transfer as set forth in a certain agreement dated July 31, 2005,
            between the holder hereof and J. Alexander's Corporation."

      1.4. It is agreed that each party shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to specifically enforce
the terms and provisions thereof in any action instituted in any court of the
United States or any state thereof having subject matter jurisdiction, in
addition to any other remedy to which such party may be entitled, at law or in
equity.

      1.5. Commencing December 1, 2006, notwithstanding the restrictions in
Article I, Solidus shall be permitted to transfer or sell up to 100,000 shares
of Common Stock and its affiliate, Solidus, L.P., shall be permitted to sell up
to 6,000 shares of

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Common Stock at any time during each year during the term hereof (measured from
December 1 to November 30 of the next year), without restriction (other than
restrictions imposed by law or regulation). If less than the foregoing numbers
of shares are sold or transferred pursuant to this Section 1.5 during the
12-month period from December 1 to November 30 of any year, those additional
shares may be sold during the term of this Agreement. The foregoing share
amounts shall be adjusted proportionately in the event of an Adjustment
Transaction. The Company shall then determine the appropriate adjustment and
notify Solidus thereof.

      1.6. In addition, the parties agree that the provisions of Section
1.1(A)(4) will not apply to a pledge by Solidus pursuant to its Loan Agreement
between Solidus and AmSouth Bank, N.A. (the "Bank") dated August 11, 2003 (the
"Credit Agreement") to the extent described below and the following provisions
shall bind the Company, Solidus and the Bank:

            (A) The provisions of Section 1.1(A)(4) of this agreement will not
      apply to any pledge of the Securities (consisting of 1,747,846 shares of
      the Common Stock) by Solidus in order to secure the payment and
      performance of the obligations of Solidus under the terms of the Credit
      Agreement, provided that, if Solidus defaults on its obligations under the
      Credit Agreement:

                  (1) The Bank shall first sell the collateral described on
            Schedule A hereto (the "Other Collateral") to satisfy the payment
            and performance of Solidus's obligations under the Credit Agreement.

                  (2) If the proceeds from the sale of the Other Collateral do
            not satisfy the payment and performance of Solidus's obligations to
            the Bank under the Credit Agreement, the Bank shall give the Company
            written notice setting forth the amount of the Securities to be sold
            and the price at which the Bank proposes to sell the Securities (the
            "Notice"). The Company shall have the exclusive right during the
            first 30 days following receipt of such Notice to elect to purchase
            all or any portion of the Securities proposed to be sold at the
            price specified. If the Company does not exercise its right to
            purchase any portion of the Securities described in the Notice, the
            Bank may sell such portion of the Securities described in the Notice
            on terms no more favorable than the terms stated in the Notice. If
            the Bank does not exercise its right to sell the Securities within
            50 days after the expiration of the Company's 30 day period, the
            Bank may not thereafter sell the Securities without again complying
            with the provisions of Paragraph A.

                  (3) If Solidus sells any of the Other Collateral, the proceeds
            from the sale of the Other Collateral shall be used to permanently
            reduce amounts outstanding under the Credit Agreement and amounts
            available for borrowing under the Credit Agreement on a dollar for
            dollar basis.

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                        ARTICLE II. STANDSTILL EXTENSION

      2.1. Solidus and the Company agree that the agreements of Solidus and the
Company in Article I hereof will be in full force and effect until January 15,
2006 and will be extended either (a) each calendar quarter from the 15th day of
the first month of each calendar quarter (that is the end of the latest
Extension), expiring at the close of business on the 15th day of the first month
of the next calendar quarter (a "Quarterly Extension"), or (b) for four (4)
calendar quarters from the 15th day of the month, expiring at the close of
business on the first anniversary of such date (an "Annual Extension"), up to
December 1, 2009 (each, an "Extension") at the sole election of the Company, so
long as the Company declares and pays minimum cash dividends on the Common Stock
of the Company as described in Section 2.2 hereof.

      2.2. The minimum cash dividend to effect an Extension ("Minimum Dividend")
shall be either of the following, at the sole election of the Company from time
to time:

            (a) a dividend of $0.025 per share of Common Stock each quarter,
      paid by the 15th day of the first month of a calendar quarter, in order to
      effect a Quarterly Extension; or

            (b) an aggregate dividend of $0.10 per share of Common Stock each
      twelve-month period, paid in one or more installments, by the end of the
      latest Extension in order to effect an Annual Extension;

in either case, declared and paid to all holders of the Common Stock on a per
share basis as of a record date or dates established by the Company's Board of
Directors. Payment by the Company to a paying agent by the required date shall
satisfy the requirements hereof, even if shareholders have not received their
per share payment by such date. For example, the first Minimum Dividend shall be
paid by January 15, 2006 (or the next business day thereafter) in order to
effect an Extension to April 15, 2006 if the Company elects a Quarterly
Extension or to January 15, 2007, if the Company elects an Annual Extension. In
the event that the 15th day of the month which is the last day of an Extension
falls on a Saturday, Sunday, or holiday, the dividend may be paid as required on
the following business day in order to effect an additional Extension.

      If, during the term of this Agreement, the number of shares of Common
Stock outstanding increases or decreases by way of a stock split, reverse stock
split, stock dividend, reorganization or exchange of shares of the Company or
other similar corporate transaction that results in a proportionate increase or
decrease in the number of outstanding shares (an "Adjustment Transaction"), then
the Minimum Dividend shall be adjusted proportionately such that the aggregate
Minimum Dividend payable by the Company shall be the same aggregate dollar
amount if calculated immediately prior to such transaction as after the increase
or decrease, and the per share amount of the Minimum Dividend shall be adjusted
proportionately. For example, if the Company issues a stock dividend of one
share of Common Stock for each share outstanding, which

                                       5


results in the number of outstanding shares being multiplied by 2.0, then the
Minimum Dividend shall be divided by 2.0, resulting in an adjusted Minimum
Dividend of $0.0125 per quarter and $0.05 per twelve month period, which shall
thereafter apply.

      2.3. The Company shall have no obligation to pay the Minimum Dividend, but
if the Company does not pay the Minimum Dividend by the required date to effect
an Extension, this Agreement shall terminate at the end of the latest Extension.

                              ARTICLE III. GENERAL

      3.1. This Agreement may not be assigned by any party hereto, but shall be
binding on permitted transferees of the shares pursuant to Section 1.1(A)(4)(b)
hereof to the same extent as Solidus.

      3.2. This Agreement may be executed in counterparts and each such
counterpart shall be deemed to be an original instrument.

      3.3. This Agreement, including the exhibits and other documents referred
to herein or delivered pursuant hereto, contains the entire understanding of the
parties with respect to its subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.

      3.4. This Agreement shall be governed by and construed in accordance with
the laws of the State of Tennessee.

      3.5. This Agreement shall inure to the benefit of Solidus and the Company,
and no benefit hereunder shall be enforceable by any person or entity other than
the parties hereto.

                                     SOLIDUS COMPANY

                                     By:  /s/ E. Townes Duncan
                                          --------------------------------------
                                          E. Townes Duncan, Managing Partner

                                     J. ALEXANDER'S CORPORATION

                                     By: /s/ Lonnie J. Stout
                                         ---------------------------------------
                                     Name: Lonnie J. Stout
                                     Its: Chairman, President and
                                          Chief Executive Officer

                                     AMSOUTH BANK, N.A.

                                     By:  /s/ F. Lee Blank
                                          --------------------------------------
                                     Name: F. Lee Blank
                                     Its: Senior Vice President

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                                   SCHEDULE A

                                OTHER COLLATERAL



    4,700 shares             Altria Group Inc. common stock

      750 shares             Berkshire Hathaway CL B

  130,368 shares             Bright Horizons Family Solutions, Inc. common stock

      350 shares             Daily Journal Corporation common stock

   122,666.40 shares         Healthgate Data Corp. common stock

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                CONTACT: R. GREGORY LEWIS
                                                             615-269-1900

                  J. ALEXANDER'S CORPORATION EXTENDS AGREEMENT
                              WITH SOLIDUS COMPANY

              COMPANY SEES DIVIDEND PAYMENT BEGINNING IN EARLY 2006

      NASHVILLE, TN., August 1, 2005 - J. Alexander's Corporation (AMEX: JAX)
today announced that it has reached an agreement with Solidus Company, its
largest shareholder, to extend, subject to certain conditions, the existing
contractual restrictions on Solidus's investment in the Company until December
1, 2009.

      Lonnie J. Stout II, chairman, president and chief executive officer, said
that Solidus has agreed that it will not seek to increase its ownership of J.
Alexander's Common Stock above 33% of the Common Stock outstanding and that it
will not sell or otherwise transfer its Common Stock without the consent of the
Company's Board of Directors. Stout said that the agreement will continue after
January 15, 2006, provided that the Company pays a cash dividend to shareholders
of either $0.025 per share, each quarter, or $0.10 per share, annually.

      According to Stout, the Company currently intends to pay a dividend in
early 2006, which would meet the initial requirements to extend the standstill
restrictions. Its intention is based on the Company's current results of
operations and financial condition, and will be subject to review by the
Company's Board of Directors at the time it considers declaring a dividend.

      "We are pleased with the commitment demonstrated by Solidus in agreeing to
maintain its position for a significant period of time and its commitment to the
Company's execution of its long-term business plan for the benefit of all our
shareholders," Stout said. "We believe that the Amended and Restated Standstill
Agreement, under which the Company can elect to pay a



J. Alexander's Extends Agreement
Page 2

dividend to all shareholders in order to extend the agreement, provides the
Company with the opportunity to continue to execute its long-term business plan
and provides a cash benefit to all shareholders if a dividend is paid."

      The agreement was negotiated and approved on behalf of the Company by the
Audit Committee of the Board of Directors, which is comprised solely of
independent directors, who were advised by independent counsel. A copy of the
Amended and Restated Standstill Agreement will be filed with a Current Report on
Form 8-K with the SEC.

      J. Alexander's Corporation presently owns 27 J. Alexander's contemporary,
upscale, American casual dining restaurants which place a special emphasis on
food quality and professional service. The Company's restaurants are located in
Alabama, Colorado, Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana,
Michigan, Ohio, Tennessee and Texas. The Company is based in Nashville,
Tennessee.

      This press release contains forward-looking statements that involve risks
and uncertainties. Actual results, performance or developments could differ
materially from those expressed or implied by those forward-looking statements
as a result of known or unknown risks, uncertainties and other factors. The
Company's ability to pay a dividend will depend on its financial condition and
results of operations at any time a dividend is considered or paid. Other risks,
uncertainties and factors include the Company's ability to increase sales in
certain of its restaurants, especially two of the newer restaurants that are not
performing at satisfactory levels; changes in business or economic conditions,
including rising food costs and product shortages; the number and timing of new
restaurant openings and its ability to operate them profitably; competition
within the casual dining industry, which is very intense; competition by the
Company's new restaurants with its existing restaurants in the same vicinity;
changes in consumer spending, consumer tastes, and consumer attitudes toward
nutrition and health; expenses incurred if the Company is the subject of claims
or litigation or increased governmental regulation; changes in accounting
standards, which may affect the Company's reported results of operations; and
expenses the Company may incur in order to comply with changing corporate
governance and public disclosure requirements of the Securities and Exchange
Commission and the American Stock Exchange. These as well as other factors are
discussed in detail in the Company's filings made with the Securities and
Exchange Commission and other communications.

                                       ###

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