RUTH » Topics » MDP Amended and Restated Registration Agreement

This excerpt taken from the RUTH DEFA14A filed Dec 23, 2009.

MDP Amended and Restated Registration Agreement

On December 22, 2009, the Company and MDP entered into an Amended and Restated Registration Rights Agreement, which amended and restated MDP’s existing registration rights. Pursuant to the Amended and Restated Registration Rights Agreement, MDP is entitled to five demand registration rights on Form S-3 and unlimited piggyback registration rights if the Company files a registration statement with respect to any shares of the Company’s common stock offered by the Company or by its stockholders (subject to customary restrictions and exceptions). The MDP Registration Agreement contains customary registration procedures and indemnification obligations of the Company.

 

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 above, pursuant to the Securities Purchase Agreement, the Company has agreed to sell to BRS shares of Preferred Stock. The offer and sale of the shares of Preferred Stock through the Securities

 

9


Purchase Agreement are being made in reliance an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The terms of conversion of the Preferred Stock are set forth in Item 1.01 above. The information in Item 1.01 above is incorporated into this Item 3.02 by reference.

 

Item 8.01 Other Events.

The Company also announced on December 22, 2009 that it completed the sale of its corporate headquarters and intends to relocate to another location in Heathrow, Florida. The transaction generated net proceeds of approximately $9.7 million with proceeds used to reduce borrowings under the credit facility. After giving effect to this repayment, the credit facility stood at $130.5 million as of December 21, 2009, down from $160.2 million as of December 28, 2008.

This excerpt taken from the RUTH 8-K filed Dec 23, 2009.

MDP Amended and Restated Registration Agreement

On December 22, 2009, the Company and MDP entered into an Amended and Restated Registration Rights Agreement, which amended and restated MDP’s existing registration rights. Pursuant to the Amended and Restated Registration Rights Agreement, MDP is entitled to five demand registration rights on Form S-3 and unlimited piggyback registration rights if the Company files a registration statement with respect to any shares of the Company’s common stock offered by the Company or by its stockholders (subject to customary restrictions and exceptions). The MDP Registration Agreement contains customary registration procedures and indemnification obligations of the Company.

 

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 above, pursuant to the Securities Purchase Agreement, the Company has agreed to sell to BRS shares of Preferred Stock. The offer and sale of the shares of Preferred Stock through the Securities

 

9


Purchase Agreement are being made in reliance an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The terms of conversion of the Preferred Stock are set forth in Item 1.01 above. The information in Item 1.01 above is incorporated into this Item 3.02 by reference.

 

Item 8.01 Other Events.

The Company also announced on December 22, 2009 that it completed the sale of its corporate headquarters and intends to relocate to another location in Heathrow, Florida. The transaction generated net proceeds of approximately $9.7 million with proceeds used to reduce borrowings under the credit facility. After giving effect to this repayment, the credit facility stood at $130.5 million as of December 21, 2009, down from $160.2 million as of December 28, 2008.

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