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): October 1, 2009

O’CHARLEY’S INC.

(Exact Name of Registrant as Specified in Charter)

Tennessee	0-18629	62-1192475
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

3038 Sidco Drive
Nashville, Tennessee	37204
(Address of Principal Executive Offices)	(Zip Code)

(615) 256-8500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1 Press Release dated October 1, 2009

Item 5:02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     O’Charley’s Inc. (the “Company”) has named Wilson Craft Concept President of O’Charley’s Restaurants. Mr. Craft, 56, joins the Company after serving most recently as President and Chief Executive Officer of Famous Dave’s of America. Prior to Famous Dave’s, he served for three years as Executive Vice President of Operations for Longhorn Steakhouse, when it was part of RARE Hospitality International, and subsequent to its acquisition by Darden Restaurants. Mr. Craft spent 21 years with Brinker International, where he served as the President of Chili’s Grill and Bar, President of Big Bowl Asian Kitchen, and in a number of other senior operating positions.

     The Company has agreed to pay Mr. Craft an annual base salary of $445,000. The target annual incentive bonus for Mr. Craft’s position is 70% of his base salary. Mr. Craft will be eligible to receive an annual incentive bonus for fiscal 2009, pro-rated for the portion of the year actually worked, based on the satisfaction of certain performance criteria established by the Company’s Compensation and Human Resources Committee. The Company has agreed that Mr. Craft’s bonus for 2009 will be guaranteed at 50% of his annual target bonus, pro-rated for the portion of the year actually worked. The Company has also agreed to provide Mr. Craft with an annual car allowance of $25,000 and he will be eligible to receive management-level employee benefits. In addition, the Company has agreed, subject to limitations, to pay for or reimburse Mr. Craft for his costs (on an after tax basis) to relocate to the Nashville area.

     The Company has also agreed to make certain severance payments to Mr. Craft in the event his employment is terminated without cause or he terminates employment with good reason. If such a termination occurs, Mr. Craft will be entitled to (i) salary continuation for a period of 12 months; (ii) payments over 12 months equal in the aggregate to the greater of his target bonus for the fiscal year in which termination occurs or 70% of his base salary; and (iii) continuation of management level employee benefits for a period of 12 months. Additionally, following a change in control of the Company, Mr. Craft will be entitled to certain benefits if his employment is terminated in the 18 months following such change in control other than for cause or good reason. In the event of such termination, Mr. Craft will receive as severance pay an amount equal to the sum of (i) 150% of the average of the aggregate annual salary paid to him by the Company during the three calendar years preceding the change in control and (ii) 150% of the highest bonus compensation paid to him for any of the three calendar years preceding the change in control.

     The terms of Mr. Craft’s employment will be set forth in an employment agreement that, consistent with those of other members of the Company’s senior management, will have an initial term that expires on March 2, 2012.

     In connection with his hiring, the Company has also agreed to grant Mr. Craft 150,000 non-qualified stock options at an exercise price equal to fair market value on the grant date. All of these options will vest on February 10, 2012 and expire on February 10, 2015, consistent with awards made to other members of the Company’s senior management. The option award constitutes an inducement award under NASDAQ Stock Market Rule 5635(c)(4).

Item 7.01. Regulation FD Disclosure.

     On October 1, 2009, the Company issued a press release announcing that Wilson L. Craft has been named Concept President of O’Charley’s Restaurants. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

99.1 Press Release dated October 1, 2009

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.

O’CHARLEY’S INC.
By:	/s/ Lawrence E. Hyatt
	Lawrence E. Hyatt
	Chief Financial Officer and Treasurer

Date: October 1, 2009

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated October 1, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACTS:	Lawrence E. Hyatt	Gene Marbach
	Chief Financial Officer	Investor Relations
	O’Charley’s Inc.	Makovsky + Company
	(615) 782-8818	(212) 508-9600

O’CHARLEY’S NAMES WILSON L. CRAFT
O’CHARLEY’S CONCEPT PRESIDENT

NASHVILLE, Tenn. (October 1, 2009) — O’Charley’s Inc. (Nasdaq: CHUX), a leading casual dining company, today announced that it has named Wilson L. Craft to the position of Concept President of O’Charley’s Restaurants. Craft, age 56, will be responsible for leading day-to-day operations at the O’Charley’s concept, including the formulation and implementation of strategies and tactics designed to enhance sales, profitability and long-term growth. He succeeds Jeffrey D. Warne, who became President and Chief Executive Officer of O’Charley’s Inc. on June 4, 2009.

     An executive with substantial experience in casual dining, Craft joins O’Charley’s after serving most recently as President and Chief Executive Officer of Famous Dave’s of America. Prior to Famous Dave’s, he served for three years as Executive Vice President of Operations for Longhorn Steakhouse, when it was part of RARE Hospitality International, and subsequent to its acquisition by Darden Restaurants. Wilson spent 21 years with Brinker International, where he served as the President of Chili’s Grill and Bar, President of Big Bowl Asian Kitchen, and in a number of other senior operating positions.

     “In Wilson Craft we have found a proven leader with a broad skill set, an impressive track record, and deep operational experience in the casual dining segment to guide our O’Charley’s concept,” said Warne. “We believe that Wilson will be a great fit for our Company, and that he is capable of leading an O’Charley’s team focused on growing sales through increasing guest loyalty, and improving margins as well. We are excited to welcome him to the O’Charley’s team.”

     Consistent with the Company’s philosophy of aligning the interests of its management with those of its shareholders, the Company has agreed to grant Craft 150,000 non-qualified stock options at an exercise price equal to fair market value on the grant date. All of these options will vest on February 10, 2012 and expire on February 10, 2015. This award constitutes an inducement award under NASDAQ Stock Market Rule 5635(c)(4).

Craft Named O’Charley’s Concept President
Page 2
October 1, 2009

About O’Charley’s Inc.

O’Charley’s Inc., (NASDAQ: CHUX), headquartered in Nashville, Tenn., is a multi-concept restaurant company that operates or franchises a total of 371 restaurants under three brands: O’Charley’s, Ninety Nine Restaurant, and Stoney River Legendary Steaks. The O’Charley’s concept includes 245 restaurants in 20 states in the Southeast and Midwest, including 235 company-owned and operated O’Charley’s restaurants, and 10 restaurants operated by franchisees. The menu, with an emphasis on fresh preparation, features several specialty items, such as hand-cut and aged USDA choice steaks, a variety of seafood and chicken, freshly baked yeast rolls, fresh salads with special-recipe salad dressings and signature caramel pie. The company operates Ninety Nine restaurants in 116 locations throughout New England and the Mid-Atlantic states. Ninety Nine has earned a strong reputation as a friendly, comfortable place to gather and enjoy great American food and drink at a terrific price. The menu features a wide selection of appetizers, salads, sandwiches, burgers, entrees and desserts. The company operates 10 Stoney River Legendary Steaks restaurants in six states in the Southeast and Midwest. The steakhouse concept appeals to both upscale casual-dining and fine-dining guests by offering high-quality food and attentive customer service typical of high-end steakhouses, but at more moderate prices.

Forward Looking Statement

The forward looking statements in this press release and statements made by or on behalf of the Company relating hereto, including those containing words like “confident,” “expect,” “project,”“believe,” “may,” “could,” “anticipate,” and “estimate,” are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking may be affected by certain risks and uncertainties, including, but not limited to, the continued deterioration in the United States economy and the related adverse effect on our sales of decreases in consumer spending; the Company’s ability to comply with the terms and conditions of its financing agreements; the Company’s ability to realize projected returns on investment from its re-branding and concept repositioning efforts; the Company’s ability to increase operating margins and increase same-store sales at its restaurants; the effect that increases in food, labor, energy, interest costs and other expenses have on our results of operations; the effect that the phase out of Kids Eat Free has on our results of operations; the Company’s ability to successfully implement and realize projected savings from changes to its supply chain; the effect of increased competition; and the other risks described in the Company’s filings with the Securities and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by us that our objectives, plans and projected results of operations will be achieved and the Company’s actual results could differ materially from such forward-looking statements. The Company does not undertake any obligation to publicly release any revisions to the forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.