Filed
Pursuant to Rule 424(b)(3) of the Securities Act of 1933.
Relates
to the Registration Statement on Form S-1 of Shells Seafood Restaurants,
Inc.
(No. 333-126487).
THE
FOLLOWING PARAGRAPH SHOULD REPLACE THE FOURTH PARAGRAPH IN THE SUBSECTION
ENTITLED “JOINT VENTURE AND THIRD-PARTY OWNED RESTAURANTS” UNDER THE SECTION
ENTITLED “BUSINESS” ON PAGE 40 OF THE PROSPECTUS:
On
August
9, 2005, we entered into an agreement with Deborah Christen Corporation.
Pursuant to this agreement, effective upon the occurrence of specific conditions
precedent, including the execution of an agreement by Shells of Carrollwood
Village to abandon or terminate the sublicense agreement which granted it
the
sublicense for the use of the services marks in a certain trade area known
as
the Carrollwood Trade Area and the management agreement with us for the
operation of the “Shells” restaurant, Deborah Christen Corporation agreed
to grant us a license to use the service marks “Shells” and “Shells Seafood,
Shellfish & Whatnot” in the Carrollwood Trade Area. On October 21, 2005, we
entered into a termination agreement with Shells of Carrollwood Village,
whereby
it agreed to terminate the above-described sublicense agreement and management
agreement, and our agreement with Deborah Christen Corporation became effective.
Under our agreement with Deborah Christen Corporation, we have until December
31, 2006 to open a “Shells” restaurant in the Carrollwood Trade Area, subject to
certain monthly license fees beginning on April 1, 2006. Further, we agreed
to
pay Deborah Christen Corporation a license fee in the amount of two percent
(2%)
of the gross receipts of each “Shells” restaurant operated or sublicensed by us
within the Carrollwood Trade Area.
IN
ADDITION, THE ABOVE PARAGRAPH SHOULD BE TAKEN INTO ACCOUNT WHEN READING ALL
OTHER REFERENCES OF THE ABOVE MENTIONED AGREEMENTS WITH DEBORAH CHRISTEN
CORPORATION AND SHELLS OF CARROLLWOOD VILLAGE, INC. IN THE NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS.