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): June 30, 2014

________________

DIVERSIFIED RESTAURANT HOLDINGS, INC.

(Name of registrant in its charter)

________________

Nevada	000-53577	03-0606420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	27680 Franklin Road Southfield, MI  48034
(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:

[   ]      Written communications pursuant to Rule 425 under the Securities Act

[   ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[   ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 30, 2014, AMC Wings, Inc., a wholly-owned subsidiary of Diversified Restaurant Holdings, Inc. (the “Company”), completed the acquisition of substantially all of the assets of Screamin’ Hot Florida, LLC and Screamin’ Hot Trinity, LLC, each a Florida limited liability company. The assets consist primarily of three Buffalo Wild Wings restaurants in Clearwater, Port Richey and Oldsmar, Florida (the “Restaurants”). The purchase price was $3.2 million in cash, subject to working capital adjustment, and one-half of the transfer fees imposed by Buffalo Wild Wings International (“BWLD”) under its franchise agreements for these Restaurants. A copy of the press release announcing the acquisition is included as Exhibit 99.1.

Item 9.01 Exhibits.

(d) The following exhibits are included with this report

Exhibit 2.1	Asset Purchase Agreement between the Company and Screamin’ Hot Florida, LLC and Screamin’ Hot Trinity, LLC, dated April 1, 2014 (filed as Exhibit 10.2 to the Company's Form 10-Q filed with the Securities and Exchange Commission on May 9, 2014, and incorporated herein by this reference).
Exhibit 2.2	First Amendment to Asset Purchase Agreement, dated May 27, 2014.
Exhibit 99.1	Press Release dated July 1, 2014.

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.

	DIVERSIFIED RESTAURANT HOLDINGS, INC.
Dated:  July 2, 2014	By:	/s/ David G. Burke
	Name:	David G. Burke
	Title:	Chief Financial Officer (Principal    Financial and Accounting Officer)

2

EX-2

Exhibit 2.2

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the “First Amendment”) dated as of May 27, 2014, is entered into among (i) SCREAMIN’ HOT FLORIDA, LLC, a Florida limited liability company and SCREAMIN’ HOT TRINITY, LLC, a Florida limited liability company (hereinafter collectively referred to as “Sellers” and each individually as “Seller”) and (ii) THE PRINCIPAL MEMBERS, and (iii) AMC WINGS, INC., a Michigan corporation (“Buyer”)

RECITALS

1.             Sellers, Principal Members and Buyer have previously executed and delivered that certain Asset Purchase Agreement dated as of April 1, 2014 (the “Agreement”) with respect to the purchase and sale of three (3) Buffalo Wild Wings restaurants in Florida (the “Restaurants”).

2.             Sellers, Principal Members and Buyer have agreed to amend the Agreement subject to and in accordance with the further terms, covenants and provisions of this First Amendment.

NOW, THEREFORE, in consideration of the execution and delivery of the Agreement, the foregoing recitals, the mutual agreements, covenants and promises contained in this First Amendment and other good and valuable considerations, the receipt, sufficiency and validity of which are hereby acknowledged, Sellers, Principal Members and Buyer agree as follows:

1.             Definitions. Capitalized terms used in this First Amendment without definition shall have the meanings assigned to such terms in the Agreement unless the context expressly requires otherwise.

2.             Closing Date. The parties hereto agree to use good faith best efforts to Close on the Purchased Assets on or before June 30, 2014, but in no event later than July 31, 2014.

3.             Section 9.01 Termination. Section 9.01(iii) is hereby restated in full as follows:

(iii) Any of the conditions set forth in Section 7.02 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by July 31, 2014 (the “Termination Date”), unless such failure of any such condition shall be due to the failure of Buyer to perform or comply with any material covenant, agreement or other obligation of Buyer in this Agreement to be performed or complied with by it prior to the Closing.

4.             Full Force and Effect. Except as expressly modified by this First Amendment, the Agreement remains unmodified and in full force and effect. All references in the Agreement to “this Agreement” shall be deemed references to the Agreement as modified by this First Amendment.

5.             Counterparts, Facsimile Signatures. This Amendment may be executed in one or more counterparts and the signature pages combined to constitute one document. Facsimile or electronic signatures shall have the same force and effect as original signatures.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the date first above written by their respective officers thereunto duly authorized, as applicable.

“Sellers”

SCREAMIN’ HOT FLORIDA, LLC

By: /s/ Pat Katz                                 

Name: Pat Katz

Title: CEO

SCREAMIN’ HOT TRINITY, LLC

By: /s/ Pat Katz                                 

Name: Pat Katz

Title: CEO

PRINCIPAL MEMBERS

/s/ Pat Katz                                         

Pat Katz

/s/ Doug Davis                                  

Doug Davis

/s/ Kurtis Montgomery                    

Kurtis Montgomery

/s/ Sonny Beckley                             

Sonny Beckley

BUYER

AMC WINGS, INC.

By: /s/ David Burke                           

Name: David Burke                         

Title: CFO/Treasurer

EX-99

Exhibit 99.1

NEWS RELEASE

27680 Franklin Road Southfield, Michigan 48034

FOR IMMEDIATE RELEASE           

Diversified Restaurant Holdings Closes Acquisition of
Three Florida Buffalo Wild Wings^® Restaurants

Establishes Market Leadership Position in Western Florida

SOUTHFIELD, Michigan, July 1, 2014 -- 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 Burger Tavern^® ("Bagger Dave's") and one of the largest franchisees for Buffalo Wild Wings^® ("BWW"), announced today that it completed the previously announced acquisition of three Florida BWW restaurants for approximately $3.2 million.

Michael Ansley, President and CEO of DRH, commented, “Owning an entire market provides DRH with a unique opportunity to gain local market scale, while providing greater geographic diversity to our restaurant portfolio. We will continue to leverage this strategic position as we invest in the expansion of our Bagger Dave’s restaurant presence in the mid-west.”

The restaurants are located in Clearwater, Port Richey and Oldsmar, Florida. With this acquisition, the DRH BWW footprint in Florida expands to thirteen restaurants. Three additional BWW locations in the mid-west and Florida are planned by year end. Continuing the momentum behind the expansion of the Company’s Bagger Dave’s concept, DRH will open another six Bagger Dave’s restaurants in 2014.

About Diversified Restaurant Holdings

Diversified Restaurant Holdings, Inc. (NASDAQ: BAGR) (“DRH” or the “Company”) owns and operates Bagger Dave's Burger Tavern, a full-service, family-friendly restaurant and full bar with a casual, comfortable atmosphere specializing in custom-built, proprietary, fresh prime rib recipe burgers, all-natural turkey burgers, hand-cut fries, locally crafted beers on draft, hand-dipped milk shakes, salads, black bean turkey chili, and much more. Currently, there are 20 company-owned Bagger Dave's restaurants in Michigan and Indiana. DRH plans to open six additional company-owned locations during 2014 in Indiana and Michigan. For more information, visit www.baggerdaves.com.

The Company also operates 39 Buffalo Wild Wings Grill & Bar franchised restaurants in Indiana, Illinois, Michigan, and Florida, with an Area Development Agreement to open an additional 13 locations by 2017. DRH plans to open three more units in 2014.

The Company routinely posts news and other important information on its website at www.diversifiedrestaurantholdings.com.

For more information contact:
Investor Contact:	Company Contact:
Alex P. Hamilton/Deborah K. Pawlowski	David Burke
Kei Advisors LLC	Chief Financial Officer
716.242.8632/716.843.3908	248.223.9160
ahamilton@keiadvisors.com/dpawlowski@keiadvisors.com	ir@baggerdaves.com

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Diversified Restaurant Holdings Closes Acquisition of Three Florida Buffalo Wild Wings^® Restaurants
July 1, 2014

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Safe Harbor Regarding Forward Looking Statements

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, success with acquisitions, 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.

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