8-K 1 a2042801z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------- F O R M 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): March 22, 2001 Morton's Restaurant Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-12692 13-3490149 ---------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3333 New Hyde Park Road New Hyde Park, New York 11042 ------------------------------------------------------- (Address of principal executive offices and zip code) (516) 627-1515 ------------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On March 22, 2001, the Registrant amended and restated its Rights Agreement originally adopted on December 15, 1994 (the "Rights Agreement") between the Registrant (then known as Quantum Restaurant Group, Inc.) and Equiserve Trust Company (then known as The First National Bank of Boston), as Rights Agent. The amendments, among other things, removed provisions that required certain directors' consent in order to redeem the Rights Agreement and to take certain other actions. A copy of the Amended and Restated Rights Agreement is included as Exhibit 4.1 to this report and is incorporated herein by reference. This description of the changes to the Rights Agreement does not purport to be complete, and is qualified in its entirety by reference to the Amended and Restated Rights Agreement. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired Not applicable. (b) Pro forma financial information Not applicable. (c) Exhibits Exhibit 4.1 Amended and Restated Rights Agreement, dated as of March 22, 2001, between Morton's Restaurant Group, Inc. and Equiserve Trust Company, as Rights Agent. 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 thereunto duly authorized. Morton's Restaurant Group, Inc. Date: March 22, 2001 By: /s/ Thomas J. Baldwin -------------------------------- Thomas J. Baldwin Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 4.1 Amended and Restated Rights Agreement, dated as of March 22, 2001, between Morton's Restaurant Group, Inc. and Equiserve Trust Company, as Rights Agent.