UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On January 22, 2021, BJ’s Restaurants, Inc., a California corporation (the “Company”), announced that it had increased to $30,000,000 the size of its previously announced “at the market offering” from $25 million to $30 million. The offering will continue to be made through J.P. Morgan Securities LLC (the “Agent”) as the Company’s sales agent pursuant to the terms of the distribution agreement with the Agent (as amended, the “Distribution Agreement”). The Company has filed Amendment No. 1 to its previously filed prospectus supplement for the offer and sale of Common Stock having an aggregate offering price of up to $30,000,000.
A Current Report on Form 8-K relating to the offering was filed with the Securities Exchange Commission on January 22, 2020 (the “Original Offering 8-K”). The Original Offering 8-K contained a description of the terms of the Distribution Agreement and the form Distribution Agreement was filed as Exhibit 1.1 thereto. An updated 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.
On January 22, 2021, the Company also issued a press release announcing the completion of the offering, the full text of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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 |
Item 9.01 Exhibits
| Exhibit No. |
Description | |
| 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) | |
| 99.1 | Press Release dated January 22, 2021 | |
| 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 | ||||||