0001157523-12-004174.txt : 20120802 0001157523-12-004174.hdr.sgml : 20120802 20120802121737 ACCESSION NUMBER: 0001157523-12-004174 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS J CORP CENTRAL INDEX KEY: 0000103884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620854056 STATE OF INCORPORATION: TN FISCAL YEAR END: 0112 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08766 FILM NUMBER: 121002503 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP / TN / DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS CORP DATE OF NAME CHANGE: 19890910 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP DATE OF NAME CHANGE: 19820520 8-A12B/A 1 a50363529.htm J. ALEXANDER'S CORPORATION 8-A12B/A a50363529.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

J. Alexander’s Corporation
(Exact name of registrant as specified in its charter)

   
Tennessee
62-0854056
(State of incorporation or organization)
(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)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
  
Name of each exchange on which
to be so registered
  
each class is to be registered
     
Common Stock (par value $.05 per share) with
  
The NASDAQ Stock Market LLC
associated Series A Junior Preferred Stock
    
Purchase Rights
    

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), please check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), please check the following box. o

Securities Act registration statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 
1
 
 

 
  Item 1.
Description of Registrant’s Securities To Be Registered.
 
The description of J. Alexander’s Corporation (the “Company”) Common Stock, par value $.05 per share with associated Series A Junior Preferred Stock Purchase Rights registered hereunder is contained under the caption “Item 1. Description of Registrant’s Securities to be Registered,” of the Form 8-A/A filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 6, 2012, and is incorporated herein by reference. Such description is amended to reflect the Second Amendment to the Rights Agreement, effective July 30, 2012 (the “Second Amendment”), between the Company and Computershare Trust Company, N.A. (the “Rights Agent”), which amended that certain Rights Agreement, dated March 5, 2012 (the “Rights Agreement”), between the Company and the Rights Agent as previously amended by that certain First Amendment to the Rights Agreement, dated June 22, 2012, between the Company and the Rights Agent (the “First Amendment”).

On July 30, 2012, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Restated Merger Agreement”), by and among the Company, Fidelity National Financial, Inc., a Delaware corporation (“Parent”), New Athena Merger Sub, Inc., a Tennessee corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), American Blue Ribbon Holdings, Inc., a Delaware corporation and an indirect, majority-owned subsidiary of Parent (“ABRH”), Athena Merger Sub, Inc., a Tennessee corporation and a direct, wholly owned subsidiary of ABRH (“Old Merger Sub”), and Fidelity Newport Holdings, LLC, a Delaware limited liability company and an indirect, majority-owned restaurant operating subsidiary of Parent (the “Operating Company” and together with Parent, Merger Sub, ABRH and Old Merger Sub, the “Purchaser Entities”). The Restated Merger Agreement amends and restates in its entirety that certain Agreement and Plan of Merger, dated June 22, 2012, by and among J. Alexander’s, Parent, ABRH, Old Merger Sub, and the Operating Company (the “Prior Merger Agreement”). A description of the Restated Merger Agreement is available in the Company’s Current Report on Form 8-K, filed with the SEC on August 2, 2012.
 
In connection with the Company’s execution of the Restated Merger Agreement, the Company and the Rights Agent executed the Second Amendment, which provides that, among other things, neither the execution of the Restated Merger Agreement nor the consummation of the Tender Offer or the Merger (as both terms are defined in the Restated Merger Agreement) or any of the other transactions contemplated thereby will trigger the exercisability of any shareholder Rights (as defined in the Rights Agreement). In particular, none of the Purchaser Entities shall be deemed to be an Acquiring Person (as defined in the Rights Agreement), by reason of (i) the execution and delivery of the Restated Merger Agreement, or of any agreement or document contemplated by Restated Merger Agreement or in furtherance of the transactions contemplated thereby, or the public announcement of any of the foregoing, or (ii) the consummation of any of the transactions contemplated thereby, including the Tender Offer and the Merger.
 
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, the First Amendment and the Second Amendment, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.
 

Item 2.
Exhibits.
       
     
4.1
  
Rights Agreement, dated as of March 5, 2012, between J. Alexander’s Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to J. Alexander’s Corporation’s Form 8-K filed on March 6, 2012)
  
       
4.2
  
First Amendment to the Rights Agreement, dated as of June 22, 2012, between J. Alexander’s Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to J. Alexander’s Corporation’s Form 8-K filed on June 28, 2012)
  
       
4.3
  
Second Amendment to the Rights Agreement, dated as of July 30, 2012, between J. Alexander’s Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to J. Alexander’s Corporation’s Form 8-K filed on August 2, 2012)
  


 
2
 
 
SIGNATURE
 
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.
 
             
       
J. ALEXANDER’S CORPORATION
       
Date: August 2, 2012
            
       
       
By:
  
/s/ R. Gregory Lewis
       
Name:
  
R. Gregory Lewis
       
Title:
  
Chief Financial Officer, Vice President of Finance and Secretary



 
 
 
 
EXHIBIT LIST
  
    
   
4.1
  
Rights Agreement, dated as of March 5, 2012, between J. Alexander’s Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to J. Alexander’s Corporation’s Form 8-K filed on March 6, 2012)
     
4.2
  
First Amendment to the Rights Agreement, dated as of June 22, 2012, between J. Alexander’s Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to J. Alexander’s Corporation’s Form 8-K filed on June 28, 2012)
     
4.3
  
Second Amendment to the Rights Agreement, dated as of July 30, 2012, between J. Alexander’s Corporation and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to J. Alexander’s Corporation’s Form 8-K filed on August 2, 2012)