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): April 23, 2013
DIVERSIFIED RESTAURANT HOLDINGS, INC.
(Name of registrant in its charter)
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Nevada |
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000-53577 |
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03-0606420 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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27680 Franklin Road Southfield, MI 48034 |
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(Address of principal executive offices) |
Registrant's telephone number: (248) 223-9160
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 8.01 Other Events.
On April 23, 2013, Diversified Restaurant Holdings, Inc. (the Company) issued a press release announcing the completion of an underwritten public offering of 6.0 million shares of its common stock at a price to the public of $5.00 per share.
A copy of a press release announcing the completion of the offering is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release, dated April 23, 2013
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DIVERSIFIED RESTAURANT HOLDINGS, INC. |
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Dated: April 23, 2013 |
By: |
/s/ David G. Burke |
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Name: |
David G. Burke |
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Title: |
Chief Financial Officer (Principal Financial and Accounting Officer) |
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Exhibit 99.1
NEWS RELEASE
27680 Franklin Road Southfield, Michigan 48034
FOR IMMEDIATE RELEASE
Diversified Restaurant Holdings Completes Follow-On Equity Offering
SOUTHFIELD, MI, April 23, 2013 -- Diversified Restaurant Holdings, Inc. (NASDAQ: BAGR) ("DRH" or the "Company"), the creator, developer, and operator of the unique, full-service, ultra-casual restaurant and bar Bagger Dave's Legendary Burger Tavern® ("Bagger Dave's") and one of the largest franchisees for Buffalo Wild Wings® ("BWW"), announced today the completion of an underwritten public offering of 6.0 million shares of its common stock at a price to the public of $5.00 per share. The gross proceeds to DRH from the offering were $30.0 million, before deducting underwriting discounts and commissions and other offering expenses. The Company has granted the underwriters a 45-day option to purchase, at the offering price, up to an additional 900,000 shares of common stock to cover over-allotments, if any.
Dougherty & Company LLC served as sole bookrunner and lead underwriter for the offering. Feltl and Company, Inc. acted as co-manager for the offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC). The SEC declared the registration statement effective on April 17, 2013. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus filed with the SEC. A copy of the prospectus related to the offering can be obtained from the SECs website at www.sec.gov, from Dougherty & Company LLC at pmachmeier@doughertymarkets.com, or from Feltl and Company, Inc. at spbitzan@feltl.com.
About Diversified Restaurant Holdings
Diversified Restaurant Holdings, Inc. (DRH or the Company) is the creator, developer, and operator of the unique, full-service, ultra-casual restaurant concept, Bagger Daves Legendary Burger Tavern® (Bagger Daves) and one of the largest Buffalo Wild Wings® (BWW) franchisees. Between the two concepts, the Company currently operates 45 corporate-owned restaurants in Michigan, Florida, Illinois, and Indiana, and one franchised Bagger Daves in Missouri, for a total of 46 restaurants. The Company routinely posts news and other important information on its website at www.diversifiedrestaurantholdings.com.
Bagger Daves offers a full-service, family-friendly restaurant and bar with a casual, comfortable atmosphere. The menu features freshly-made burgers, accompanied by more than 30 toppings from which to choose, along with fresh-cut fries, hand-dipped milkshakes, and a selection of craft beer and wine. Signature items include Sloppy Daves BBQ®, Train Wreck Burger®, and Bagger Daves Amazingly Delicious Turkey Black Bean Chili®. The Bagger Daves concept emphasizes local flair by showcasing historical photos of the city in which each restaurant resides and features an electric train that runs above the dining room and bar areas. Currently, there are 11 corporate-owned locations and one franchised location. For more information, visit www.baggerdaves.com.
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Diversified Restaurant Holdings Completes Follow-On Equity Offering
April 23, 2013
Page 2 of 2
DRH operates 34 BWW restaurants: 16 in Michigan, 10 in Florida, 4 in Illinois and 4 in Indiana. The Company has opened 20 new BWW restaurants in fulfillment of its 32-restaurant Area Development Agreement (ADA) with franchisor Buffalo Wild Wings, Inc. (NASDAQ: BWLD). The remaining 12 restaurants under the ADA agreement, along with an additional franchise agreement in Indiana, suggest that the Company will operate 47 BWW restaurants by 2017.
Safe Harbor Statement
The information made available in this news release contains forward-looking statements which reflect DRH's current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words "anticipate," "believe," "expect," "intend," "plan," "project," "will continue," "will likely result," "may," and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Company's actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of DRH. Forward-looking statements contained herein speak only as of the date made and, thus, DRH undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.
For more information contact: |
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Investor Contact: |
Company Contact: | ||
Craig P. Mychajluk |
David G. Burke | ||
Kei Advisors LLC |
Chief Financial Officer | ||
Phone: 716.843.3832 |
Phone: 248.223.9160 | ||
Email: cmychajluk@keiadvisors.com |
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