UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2013
ARK RESTAURANTS CORP.
(Exact name of registrant as specified in its charter)
| New York | 1-09453 | 13-3156768 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
85 Fifth Avenue
New York, New York 10003
(Address of principal executive offices, with zip code)
Registrant’s telephone number, including area code: (212) 206-8800
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Item 8.01 Other Events.
ARK Restaurants Corp. (the “Company”) entered into an Agreement, dated as of March 8, 2013, with New Meadowlands Racetrack LLC (“NMR LLC”) by which it will have the exclusive right to operate the food and beverage concessions at the new raceway facilities being constructed at the Meadowlands Racetrack Facility in East Rutherford, New Jersey. The facility is expected to open in mid-November. NMR LLC entered into a racetrack ground lease with the New Jersey Sports and Exposition Authority to lease the Meadowlands Racetrack Facility. NMR LLC has the right under the lease for all future development at the racetrack facility.
Meadowlands Newmark LLC is a member of NMR LLC. The Company has made a Four Million Two Hundred Thousand ($4,200,000) Dollar capital contribution to Meadowlands Newmark, for approximately a 10.667 % interest in Meadowlands Newmark.
Notwithstanding the foregoing, NMR LLC has the right to terminate the food and beverage concession, but not the Company’s status as a member of Meadowlands Newmark under certain circumstances.
On March 12, 2013, Ark Restaurants Corp issued a press release titled “Ark Restaurants Enter Into Agreement With New Meadowlands Racetrack” in which the Company also addressed the most recent letter received from Landry’s, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Press Release is intended to be furnished under this Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits | |
| 99.1 | Press Release titled “Ark Restaurants Enters Into Agreement With New Meadowlands Racetrack”, dated March 12, 2013. | |
| 2 |
SIGNATURES
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.
| ARK RESTAURANTS CORP. | ||||
| /s/ Michael Weinstein | ||||
| By: | Name: Michael Weinstein | |||
| Title: Chief Executive Officer | ||||
| Date: March 14, 2013 | ||||
| 3 |
Exhibit 99.1
NEW YORK—March 12, 2013
Ark Restaurants Enters Into Agreement with New Meadowlands Racetrack
Ark Restaurants Corp. (NASDAQ: ARKR) announced today that it has entered into a long term agreement with New Meadowlands Racetrack LLC to provide food and beverage services for the new racing facilities being constructed at the Meadowlands Racetrack in northern New Jersey. New Meadowlands Racetrack LLC has a long term lease with the State of New Jersey and expects the new facility to be open in mid-November. Ark’s agreement extends to any future development at the race track site. In conjunction with this agreement, Ark will make an equity investment in New Meadowlands Racetrack LLC.
Ark also acknowledged receipt of a letter from Landry’s, Inc. dated March 7, 2013. As previously announced, the Ark board of directors had carefully reviewed with its independent financial and legal advisors Landry’s unsolicited proposal made in February—and unchanged in the March 7 letter—and determined that it is inadequate, not compelling and not in the best interests of Ark’s shareholders taking into account, among other things, the Company’s future prospects and the ability of the Company’s experienced management to operate and grow the Company’s business. In light of the foregoing, the board of directors has no intention of waiving the applicability of the New York takeover statute which is expressly intended to protect companies against inadequate and potentially coercive unsolicited proposals such as that from Landry’s.
Except for historical information, this news release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve unknown risks, and uncertainties that may cause the Company’s actual results or outcomes to be materially different from those anticipated and discussed herein. Important factors that might cause such differences are discussed in the Company’s filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results could differ materially from those anticipated in these forward-looking statements, if new information becomes available in the future.
Ark Restaurants owns and operates 19 restaurants and bars, 22 fast food concepts and catering operations in New York City, Washington, D.C. and Las Vegas, NV. Five restaurants are located in New York City, three are located in Washington, D.C., seven are located in Las Vegas, Nevada, two are located in Atlantic City, New Jersey, one is located at the Foxwoods Resort Casino in Ledyard, Connecticut and one is located in Boston, Massachusetts. The Las Vegas operations include five restaurants within the New York-New York Hotel & Casino Resort and operation of the hotel’s room service, banquet facilities, employee dining room and six food court concepts; one bar within the Venetian Casino Resort, as well as three food court concepts and one restaurant within the Planet Hollywood Resort and Casino. In Atlantic City, New Jersey, the Company operates a restaurant and a bar in the Resorts Atlantic City Hotel and Casino. The operations at the Foxwoods Resort Casino include one fast food concept and one restaurant. In Boston, Massachusetts, the Company operates a restaurant in the Faneuil Hall Marketplace. The Florida operations under management include five fast food facilities in Tampa, Florida and seven fast food facilities in Hollywood, Florida, each at a Hard Rock Hotel and Casino operated by the Seminole Indian Tribe at these locations.