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| BNHN > SEC Filings for BNHN > Form 8-K on 11-Jun-2009 | All Recent SEC Filings |
11-Jun-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Officer
On June 10, 2009, Benihana Inc. (the "Company") and BFC Financial Corporation ("BFC") amended (the "Amendment") that certain Preferred Stock Agreement (the "Agreement"), dated as of June 8, 2004, between the Company and BFC. Pursuant to the Amendment, BFC agreed that, so long as John E. Abdo and Alan B. Levan are serving as members of the Company's Board of Directors (the "Board"), BFC would defer its right to elect up to two directors to the Board in certain events as otherwise provided under the Certificate of Designations relating to the Series B Convertible Preferred Stock ("Preferred Stock") purchased by BFC under the Agreement.
The description of the Amendment is qualified in its entirety by reference to the Amendment filed herewith as Exhibit 10.1 to this Report on Form 8-K and incorporated by reference herein.
On June 10, 2009, the Board elected Alan B. Levan to serve as a Class II member of the Board, filling the vacancy which resulted from the resignation of Robert B. Sturges from the Board on May 26, 2009. Mr. Levan is currently the Chairman of the Board, Chief Executive Officer and President of, as well as a director and significant shareholder of, BFC. The Company sold an aggregate 800,000 shares of Preferred Stock to BFC for $20 million in fiscal years 2005 and 2006. The sale of Preferred Stock resulted in net aggregate proceeds of $19.2 million ($9.3 million in the fiscal year 2005 and $9.9 million in the fiscal year 2006). BFC receives quarterly dividends at an annual rate equal to $1.25 per share of Preferred Stock.
Effective June 11, 2009, the Board approved an amendment to the Company's Bylaws, providing directors and officers with advancement of expenses incurred in defending against any action, suit or proceeding arising as a result of their positions as directors and officers.
The description of the amendments to the Company's Bylaws provided above is qualified in its entirety by reference to the amended sections of the Bylaws of the Company, a copy of which is filed as Exhibit 3.2 to this Report on Form 8-K and incorporated by reference herein.
(d) Exhibits:
Exhibit
Number Exhibit
3.2 Bylaws of Benihana Inc. (amended as of June 11, 2009)
10.1 Amendment to Preferred Stock Agreement, dated as of June 10, 2009,
between Benihana Inc. and BFC Financial Corporation
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