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): August 16, 2012

SONIC CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-18859	73-1371046
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
300 Johnny Bench Drive Oklahoma City, Oklahoma		73104
(Address of Principal Executive Offices)		(Zip Code)

(405) 225-5000

(Registrant’s telephone number, including area code)

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):

¨ 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.

On August 17, 2012, Sonic Corp. (the “Company”) issued a press release announcing that its Board of Directors has approved a stock repurchase program. Under the stock repurchase program, the Company is authorized to purchase up to $40 million of its outstanding shares of common stock from time to time, depending on share price, market conditions and other factors, as determined by the Company. The purchases may be made on the open market or in negotiated transactions, and the stock repurchase program may be extended, modified, suspended or discontinued at any time. The Company’s previous stock repurchase program to purchase up to $30 million of shares of the Company, which was approved in October 2011, was completed in June 2012.

The press release is attached as Exhibit 99.

Item  9.01. Financial Statements and Exhibits.

(d) Exhibits.

99 Press Release, dated August 17, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SONIC CORP.
Date: August 17, 2012	By:	/s/ Stephen C. Vaughan
		Stephen C. Vaughan,
		Executive Vice President and Chief Financial Officer

EX-99

Exhibit 99

Contact:	Claudia San Pedro
	Vice President of Investor Relations and Treasurer (405) 225-4846

SONIC ANNOUNCES NEW $40 MILLION SHARE REPURCHASE PROGRAM

OKLAHOMA CITY (August 17, 2012) – Sonic Corp. (NASDAQ: SONC), the nation’s largest chain of drive-in restaurants, today announced that its Board of Directors authorized a stock repurchase program for up to $40 million worth of common stock through August 31, 2013. Share repurchases may be made from time-to-time in the open market or in negotiated transactions depending on share price, market conditions and other factors.

“Our franchise business model continues to generate significant free cash flow¹, and we believe the share repurchase program supports our objective to maximize shareholder value. The $30 million share repurchase program we completed earlier this year has been accretive to earnings, and this new authorization will continue to add value for shareholders in fiscal 2013,” said Clifford Hudson, Chairman and Chief Executive Officer. “We expect our operations to generate free cash flow of approximately $50-55 million for fiscal 2012.

“As we have over the years, going forward Sonic will increase shareholder value using a multi-layered growth strategy, which incorporates sales growth, leverage from higher sales, use of cash, increasing franchising revenue and new drive-in development, to achieve double-digit earnings per share growth. The share repurchase program, combined with strategic initiatives to sustain positive same-store sales, expand operating margins and spur new drive-in development, provide the momentum needed to effect solid growth in our business in the near term and long term,” concluded Hudson.

¹ Free cash flow is defined as net income plus depreciation, amortization and stock compensation expense, less capital expenditures.

About Sonic

Sonic, America’s Drive-In, originally started as a hamburger and root beer stand in 1953 in Shawnee, Oklahoma called Top Hat Drive-In, and then changed its name to Sonic in 1959. The first drive-in to adopt the Sonic name is still serving customers in Stillwater, Oklahoma. Sonic has more than 3,500 drive-ins coast to coast, where approximately three million customers eat every day. For more information about Sonic Corp. and its subsidiaries, visit Sonic at www.sonicdrivein.com.

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those expressed in, or underlying, these forward-looking statements are detailed in the company’s annual and quarterly report filings with the Securities and Exchange Commission. The company undertakes no obligation to publicly release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

SONC-G