As filed with the Securities and Exchange Commission on June 8, 2020
Registration Statement No. 333-
Delaware (State or other jurisdiction of incorporation or organization) | | | 13-3487402 (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
Emerging growth company | | | ☐ | | | | |
Title of each class of securities to be registered | | | Amount to be registered(1) | | | Proposed maximum offering price per unit(2) | | | Proposed maximum aggregate offering price(3) | | | Amount of registration fee(3) |
Common Stock, $0.01 par value (4) | | | | | | | | | ||||
Preferred Stock, $0.10 par value (5) | | | | | | | | | ||||
Warrants (6) | | | | | | | | | ||||
Total | | | $200,000,000 | | | 100% | | | $200,000,000 | | | $25,960 |
(1) | An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may be sold from time to time at indeterminate prices, with an initial offering price not to exceed $200,000,000 or the equivalent thereof in one or more currencies. |
(2) | The proposed maximum aggregate offering price of each class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to General Instruction II. D of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this Registration Statement exceed $200,000,000 or the equivalent thereof in one or more other currencies. |
(4) | Subject to footnote (2), there is being registered hereunder an indeterminate number of shares of common stock as may from time to time be sold at indeterminate prices hereunder, and an indeterminate number of shares of common stock as may from time to time be issued upon conversion of shares of preferred stock and upon exercise of warrants, which may be sold hereunder. Pursuant to Rule 416 under the Securities Act, to the extent additional common shares may be issued or issuable as a result of a stock split or other distribution declared at any time by the registrant’s board of directors while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all of such additional shares of common stock. |
(5) | Subject to footnote (2), there is being registered hereunder an indeterminate number of shares of preferred stock as may from time to time be sold at indeterminate prices hereunder, and an indeterminate number of shares of preferred stock as may from time to time be issued upon exercise of warrants, which may be sold hereunder. |
(6) | Subject to footnote (2), there is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices representing rights to purchase certain of the shares of common stock and shares of preferred stock registered hereunder. |
• | shares of common stock, $0.01 par value; |
• | shares of preferred stock, $0.10 par value; and |
• | warrants to purchase shares of common stock or preferred stock. |
• | at a fixed price or at final prices, which may be changed; |
• | at market prices prevailing at the time of sale; |
• | at prices related to such prevailing market prices; or |
• | at negotiated prices. |
• | the business combination or the transaction that resulted in the interested stockholder becoming an interested stockholder is approved by the corporation’s board of directors prior to the time the interested stockholder becomes an interested stockholder; |
• | upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation, other than stock held by directors who are also officers or by specified employee stock plans; or |
• | at or after the time the stockholder becomes an interested stockholder, the business combination is approved by a majority of the board of directors and, at an annual or special meeting, by the affirmative vote of two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
• | for any breach of the director’s duty of loyalty to the Company or its stockholders, |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, |
• | under section 174 of the DGCL, which pertains, among other things, to liability for the unlawful payment of dividends, or |
• | for any transaction from which the director derived an improper personal benefit. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies, in which the price of such warrants will be payable; |
• | the securities purchasable upon exercise of such warrants; |
• | the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material United States federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | our Annual Report on Form 10-K for the fiscal year ended December 25, 2019 (including portions of our definitive proxy statement on Schedule 14A filed with the SEC on April 9, 2020); |
• | our Quarterly Report on Form 10-Q for the quarter ended March 25, 2020; |
• | our Current Reports on Form 8-K filed with the SEC on February 4, 2020, March 4, 2020, March 16, 2020 (excluding Item 7.01 and Exhibit 99.1), April 7, 2020 (excluding Item 2.02), May 4, 2020 (excluding Item 2.02 and Exhibit 99.1), May 14, 2020 (excluding Item 2.02 and Exhibit 99.1) and May 27, 2020; and |
• | the description of our common stock set forth in our Registration Statement on Form 8-A filed with the SEC on January 7, 1998 under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution |
SEC registration fee | | | $25,960 |
Printing and engraving fees | | | * |
Legal fees | | | * |
Accounting fees | | | * |
Miscellaneous | | | * |
Total | | | * |
* | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this Registration Statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement. |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits and Financial Statement Schedules |
Item 17. | Undertakings |
Exhibit No. | | | Description |
1.1 | | | Form of Underwriting Agreement* |
| | Restated Certificate of Incorporation of Denny’s Corporation dated March 3, 2003, as amended by Certificate of Amendment to Restated Certificate of Incorporation to Increase Authorized Capitalization dated August 25, 2004 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Denny’s Corporation for the year ended December 29, 2004). | |
| | Amended and Restated By-laws of Denny’s Corporation, amended and restated as of November 7, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Denny’s Corporation filed with the Securities and Exchange Commission on November 13, 2018). | |
3.3 | | | Certificate of Designation of Preferred Stock* |
4.1 | | | Specimen Common Stock Certificate* |
4.2 | | | Specimen Preferred Stock Certificate* |
4.3 | | | Specimen Warrant Certificate* |
4.4 | | | Form of Warrant* |
4.5 | | | Form of Warrant Agreement* |
DENNY’S CORPORATION | | | ||||
| | | | |||
By: | | | /s/ Robert P. Verostek | | | |
Name: | | | Robert P. Verostek | | | |
Title: | | | Senior Vice President and Chief Financial Officer | | |
Signature | | | Title |
| | ||
/s/ John C. Miller | | | Chief Executive Officer and Director (Principal Executive Officer) |
John C. Miller | | ||
| | ||
/s/ Robert P. Verostek | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Robert P. Verostek | | ||
| | ||
/s/ Jay C. Gilmore | | | Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) |
Jay C. Gilmore | | ||
| | ||
/s/ Brenda J. Lauderback | | | Director and Chair of the Board of Directors |
Brenda J. Lauderback | | | |
| | ||
/s/ Bernadette S. Aulestia | | | Director |
Bernadette S. Aulestia | | | |
| | ||
/s/ Gregg R. Dedrick | | | Director |
Gregg R. Dedrick | | | |
| | ||
/s/ José M. Gutiérrez | | | Director |
José M. Gutiérrez | | |
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