Note M - Stockholders' Equity

3 Months Ended

Jun. 25, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE M– STOCKHOLDERS’ EQUITY

1.

Dividend

On

March 10, 2015,

the Company’s Board of Directors declared a special cash dividend of

$25.00

per share payable to stockholders of record as of

March 20, 2015

of which approximately

$115,100,000

was paid on

March 27, 2015

to the stockholders. The Company accrued

$1,000,000

for the expected dividends payable on unvested shares pursuant to the terms of the restricted stock agreements. As unvested restricted stock vests, the declared dividend is paid. We have paid

$875,000

of the accrued dividend and estimate that the remaining

$125,000

will be paid during our fiscal year ending

March 31, 2019.

2

. Common Stock Purchase Rights

On

June 5, 2013,

Nathan’s adopted a new stockholder rights plan (the

“2013

Rights Plan”) under which all stockholders of record as of

June 17, 2013

received rights to purchase shares of common stock (the

“2013

Rights”) and the previously existing “New Rights Plan” was terminated.

The

2013

Rights were distributed as a dividend. Initially, the

2013

Rights will attach to, and trade with, the Company’s common stock. Subject to the terms, conditions and limitations of the

2013

Rights Plan, the

2013

Rights will become exercisable if (among other things) a person or group acquires

15%

or more of the Company’s common stock. Upon such an event and payment of the purchase price of

$100.00

(the

“2013

Right Purchase Price”), each

2013

Right (except those held by the acquiring person or group) will entitle the holder to acquire

one

share of the Company’s common stock (or the economic equivalent thereof) or, if the then-current market price is less than the then current

2013

Right Purchase Price, a number of shares of the Company’s common stock which at the time of the transaction has a market value equal to the then current

2013

Right Purchase Price at a purchase price per share equal to the then current market price of the Company’s Common Stock.

The Company’s Board of Directors

may

redeem the

2013

Rights prior to the time they are triggered. Upon adoption of the

2013

Rights Plan, the Company initially reserved

10,188,600

shares of common stock for issuance upon exercise of the

2013

Rights. The

2013

Rights will expire on

June 17, 2018

unless earlier redeemed or exchanged by the Company.

At

June 25, 2017,

the Company has reserved

6,918,971

shares of common stock for issuance upon exercise of the Common Stock Purchase Rights approved by the Board of Directors on

June 5, 2013.

3.

Stock Repurchase Programs

During the period from

October 2001

through

June 25, 2017,

Nathan’s purchased

5,127,373

shares of its common stock at a cost of approximately

$77,303,000

pursuant to various stock repurchase plans previously authorized by the Board of Directors. During the

thirteen

-week period ended

June 25, 2017,

we did

not

repurchase any shares of common stock.

On

September 9, 2016,

the Company and Mutual Securities, Inc. (“MSI”) entered into an agreement (the “Agreement”) pursuant to which MSI was authorized on the Company’s behalf to purchase up to

100,000

shares of the Company’s common stock,

$.01

par value, commencing

September 19, 2016.

The Agreement was adopted under the safe harbor provided by Rule

10b5

-

1

and Rule

10b

-

18

of the Securities Exchange Act of

1934,

as amended, to assist the Company in implementing its stock purchase plans.

As of

June 25, 2017,

an aggregate of

260,258

shares can still be purchased under Nathan’s existing stock buy-back program.

Purchases

may

be made from time to time, depending on market conditions, in open market or privately-negotiated transactions, at prices deemed appropriate by management. There is

no

set time limit on the repurchases to be made under these stock-repurchase plans.