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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 11, 2021

BJ'S RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

 

California0-2142333-0485615
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

 

7755 Center Avenue, Suite 300 
Huntington Beach, California92647
(Address of principal executive offices)(Zip Code)

 

(714) 500-2400

(Registrant's telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading
Symbol
 Name of each exchange on which registered
Common Stock, No Par Value BJRI NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On February 11, 2021, BJ's Restaurants, Inc., a California corporation (the "Registrant" or the "Company"), announced its financial results for the fourth quarter and fiscal year ended December 29, 2020. The press release issued by the Registrant in connection with the announcement is attached to this report as Exhibit 99.1. The information in this Item 2.02 and Exhibits attached hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

As previously announced, on January 22, 2021 the Company completed a $30 million sale (before commission and other fees) of its common stock through an "at-the market" ("ATM") offering program. An aggregate of 703,399 shares of the Company's common stock, no par value, were sold in the ATM offering for gross proceeds of $30 million, before commissions, discounts and offering expenses. The shares were sold pursuant to a Distribution Agreement, dated January 21, 2021 (the "Distribution Agreement"), by and between the Company and J.P. Morgan Securities LLC. The shares of common stock issued and sold pursuant to the Distribution Agreement were registered under the Securities Act of 1933 pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-237813) and related prospectus filed on April 23, 2020, as amended by a prospectus supplement and amendment No. 1 thereto, each filed with the Securities and Exchange Commission on January 22, 2021.

Item 9.01. Financial Statements and Exhibits.
Exhibit No.Description
99.1Press release dated February 11, 2021
104Cover 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.

 BJ'S RESTAURANTS, INC.
 (Registrant)
  
  
Date: February 11, 2021By: /s/ GREGORY A. TROJAN        
  Gregory A. Trojan
  Chief Executive Officer and Director
  
Date: February 11, 2021By: /s/ GREGORY S. LEVIN        
  Gregory S. Levin
  President, Chief Financial Officer and Secretary
(Principal Financial Officer)