UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On January 21, 2021, BJ’s Restaurants, Inc., a California corporation (the “Company”), entered into a Distribution Agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC (the “Agent”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, no par value per share (the “Common Stock”), through the Agent as its sales agent. The Company has filed a prospectus supplement pursuant to the Distribution Agreement for the offer and sale of Common Stock having an aggregate offering price of up to $25,000,000.
Pursuant to the Distribution Agreement, sales of the Common Stock, if any, will be made under the Company’s previously filed and effective Registration Statement on Form S-3ASR (File No. 333- 237813) and an applicable prospectus supplement. Subject to the terms and conditions of the Distribution Agreement, the Agent may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission of 3% of the gross sales price from each sale of Shares and provide Agent with customary indemnification and contribution rights. The Distribution Agreement may be terminated by the Agent or the Company at any time upon notice to the other party.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Elkins Kalt Weintraub Reuben Gartside LLP, counsel to the Company, relating to the validity of the Common Stock being offered pursuant to the Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Form of Distribution Agreement by and between BJ’s Restaurants, Inc. and J.P. Morgan Securities LLC | |
| 5.1 | Opinion of Elkins Kalt Weintraub Reuben Gartside LLP | |
| 23.1 | Consent of Elkins Kalt Weintraub Reuben Gartside LLP (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| January 22, 2021 | BJ’S RESTAURANTS, INC. (Registrant) | |||
| By: | /s/ GREGORY S. LEVIN | |||
| Gregory S. Levin, | ||||
| President and Chief Financial Officer | ||||