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) November 21, 2016
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 0-18051 | 13-3487402 |
(State or other jurisdiction of | Commission File No. | (I.R.S. Employer |
Incorporation or organization | Identification No.) | |
203 East Main Street
Spartanburg, South Carolina 29319-0001
(Address of principal executive offices)
(Zip Code)
(864) 597-8000
(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 obligations 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 1.01. Entry into a Material Definitive Agreement.
On November 21, 2016, Denny's Corporation (the "Company") entered into a variable term, capped accelerated share repurchase (the “ASR”) agreement with MUFG Securities EMEA plc (“MUFG”), to repurchase an aggregate of $25 million of the Company’s common stock. The ASR agreement is part of the board authorized program announced on April 1, 2015 to repurchase up to $100 million of the Company’s common stock and the board authorized program announced on May 26, 2016 to repurchase up to an additional $100 million of the Company’s common stock. The shares repurchased under the ASR agreement will result in the completion of the 2015 repurchase program. The total aggregate number of shares of Company common stock to be repurchased pursuant to the ASR agreement will be based generally on the average of the daily volume-weighted average prices of the Company’s common stock, less a fixed discount, over the term of the ASR agreement, subject to a minimum number of shares. The ASR agreement is expected to be completed no later than March 2017, although the completion date may be accelerated or, under certain circumstances, extended, at MUFG’s option. All shares of the Company’s common stock delivered under the ASR will be immediately converted to treasury shares.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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.
Denny's Corporation | |
Date: November 22, 2016 | /s/ F. Mark Wolfinger |
F. Mark Wolfinger | |
Executive Vice President, | |
Chief Administrative Officer and | |
Chief Financial Officer | |