Item 8.01. Other Events.
On
The Plan of Dissolution outlines an orderly sale of the Company's business, operations and real estate, and an orderly wind down of any remaining operations. The Company anticipates that it would file a certificate of dissolution following the full implementation of the Company's monetization strategy, which may take one or more years to complete, or such other earlier time as the Board determines that the disposition of the Company's remaining assets or a sale of the Company is unlikely to maximize the value that can be returned to stockholders from the Company's monetization strategy. Under the Plan of Dissolution, the timing of the filing of the Certificate of Dissolution will be determined in the sole discretion of the Board.
The Board may amend or modify the Plan of Dissolution at any time,
notwithstanding approval of the Plan of Dissolution by the Company's
stockholders, if the Board determines that such action would be advisable and in
the best interests of the Company and its stockholders. In addition, prior the
filing of the certificate of dissolution, the Board may abandon the Plan of
Dissolution altogether without further stockholder approval in accordance with
If at any time, including after the Plan of Dissolution is approved by stockholders, the Company receives an offer for a corporate transaction that, in the view of the Board, will provide superior value to its stockholders in comparison to the value of the estimated distributions under the Plan of Dissolution, taking into account factors that could affect valuation, including timing and certainty of closing, credit market risks, proposed terms and other factors, the Plan of Dissolution could be abandoned in favor of such an alternative transaction.
On
The foregoing description of the Plan of Dissolution does not purport to be complete and is qualified in its entirety by reference to the Plan of Dissolution filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Additional Information filed with the
This Current Report on Form 8-K is for informational purposes only. It is not a
solicitation of a proxy. In connection with the Plan, the Company intends to
file with the
1
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
connection with the Plan of Dissolution. Information about the persons who may
be considered to be participants in the solicitation of the Company's
stockholders in connection with the Plan of Dissolution, and any interest they
have in the Plan of Dissolution, will be set forth in the definitive proxy
statement when it is filed with the
Forward-looking Statements
This Current Report on Form 8-K contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are "forward-looking statements" for purposes of these provisions, including the statements regarding sales of assets, effects of the Plan, expected proceeds from the sale of assets, and expected proceeds to be distributed to stockholders.
Luby's cautions readers that various factors could cause its actual financial
and operational results to differ materially from those indicated by
forward-looking statements made from time-to-time in news releases, reports,
proxy statements, registration statements, and other written communications, as
well as oral statements made from time to time by representatives of Luby's. The
following factors, as well as any other cautionary language included in this
Current Report on Form 8-K, provide examples of risks, uncertainties and events
that may cause Luby's actual results to differ materially from the expectations
Luby's describes in such forward-looking statements: general business and
economic conditions; the effects of the COVID-19 pandemic; the impact of
competition; our operating initiatives; fluctuations in the costs of
commodities, including beef, poultry, seafood, dairy, cheese and produce;
increases in utility costs, including the costs of natural gas and other energy
supplies; changes in the availability and cost of labor; the seasonality of
Luby's business; changes in governmental regulations, including changes in
minimum wages; the effects of inflation; the availability of credit; unfavorable
publicity relating to operations, including publicity concerning food quality,
illness or other health concerns or labor relations; the continued service of
key management personnel; and other risks and uncertainties disclosed in Luby's
annual reports on Form 10-K and quarterly reports on Form 10-Q. Further
information regarding the risks, uncertainties and other factors relating the
Plan, the expected net proceeds from the sale of assets, and expected proceeds
to be distributed to stockholders, will be discussed under the section "Risk
Factors" in the definitive proxy statement that will be filed with the
Item 9.01. Financial Statements and Exhibits.
Exhibit 2.1 Plan of Liquidation and Dissolution Exhibit 99.1 Press release, datedSeptember 8, 2020 2
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