TENNESSEE | 62-0854056 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
P.O. Box 24300 | ||
West End Avenue, Suite 260 | 37203 | |
Nashville, Tennessee | ||
(Address of Principal Executive Offices) | (Zip Code) |
Proposed maximum | Proposed maximum | |||||||||||||||||||||
Title of each class of | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||||||||
securities to be registered | registered(1) | share (2) | price(2) | Registration Fee | ||||||||||||||||||
Common Stock, $0.05
par value, together
with associated
rights to purchase
Class A Junior
Preferred Stock, no
par value |
300,000 | $ | 13.175 | $ | 3,952,500 | $ | 121.35 | |||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act, this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
(2) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rules 457 (h) and 457(c) under the Securities Act of 1933, as amended (Securities Act), based on the average of the high and low sales prices per share of the Registrants Common Stock as reported on the American Stock Exchange on May 15, 2007. |
Exhibit 4.1
|
Charter (Exhibit 3(a) of the Registrants Report on Form 10-K for the year ended December 30, 1990 is incorporated herein by reference) | |
Exhibit 4.2
|
Amendment to Charter dated February 7, 1997 (Exhibit 3(a)(2) of the Registrants Report on 10-K for the year ended December 29, 1996, is incorporated herein by reference). | |
Exhibit 4.3
|
Restated Bylaws as currently in effect (Exhibit 3(b) of the Registrants Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference). | |
Exhibit 4.4
|
Rights Agreement dated May 16, 1989, by and between the Registrant and NationsBank (formerly Sovran Bank/Central South) including Form of Rights Certificate and Summary of Rights (Exhibit 3 to the Report on Form 8-K dated May 16, 1989, is incorporated herein by reference). | |
Exhibit 4.5
|
Amendments to Rights Agreement dated February 22, 1999, by and between the Registrant and SunTrust Bank (Exhibit 4(c) of the Registrants Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference). | |
Exhibit 4.6
|
Amendment to Rights Agreement dated March 22, 1999, by and between the Registrant and SunTrust Bank (Exhibit 4(d) of the Registrants Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference). | |
Exhibit 4.7
|
Amendment to Rights Agreement dated May 14, 2004, by and between the Registrant and SunTrust Bank (Exhibit 4(a) of the Registrants Report on Form 10-Q for the quarter ended March 28, 2004, is incorporated herein by reference) | |
Exhibit 4.8
|
Amended and Restated Standstill Agreement dated as of July 31, 2005 (Exhibit 10.1 of the Registrants Report on Form 8-K dated August 1, 2005, is incorporated herein by reference). | |
Exhibit 5.1
|
Opinion of Bass, Berry & Sims PLC | |
Exhibit 10.1
|
J. Alexanders Corporation Amended and Restated 2004 Equity Incentive Plan (Appendix A of the Registrants Proxy Statement on Schedule 14-A for 2007 Annual Meeting of Shareholders, filed with the SEC on April 17, 2007, is incorporated herein by reference). | |
Exhibit 23.1
|
Consent of KPMG LLP | |
Exhibit 23.2
|
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) | |
Exhibit 24.1
|
Power of Attorney (included on page II-5 to this Registration Statement) |
J. ALEXANDERS CORPORATION |
||||
By: | /s/ Lonnie J. Stout II | |||
Lonnie J. Stout II | ||||
Chairman, President and Chief Executive Officer and Director (Principal Executive Officer) |
||||
Signature | Title | Date | ||
/s/ Lonnie J. Stout II
|
Chairman of the Board of
Directors, President, Chief
Executive Officer and Director (Principal Executive Officer) |
May 17, 2007 | ||
/s/ R. Gregory Lewis
|
Vice President and Chief
Financial Officer (Principal Financial Officer) |
May 17, 2007 | ||
/s/ Mark A. Parkey
|
Vice President and Controller (Principal Accounting Officer) |
May 17, 2007 | ||
/s/ E. Townes Duncan
|
Director | May 17, 2007 | ||
/s/ Garland G. Fritts
|
Director | May 17, 2007 | ||
/s/ Brenda B. Rector
|
Director | May 17, 2007 | ||
/s/ J. Bradbury Reed
|
Director | May 17, 2007 | ||
/s/ Joseph N. Steakley
|
Director | May 17, 2007 |
Exhibit 4.1
|
Charter (Exhibit 3(a) of the Registrants Report on Form 10-K for the year ended December 30, 1990 is incorporated herein by reference) | |
Exhibit 4.2
|
Amendment to Charter dated February 7, 1997 (Exhibit 3(a)(2) of the Registrants Report on 10-K for the year ended December 29, 1996, is incorporated herein by reference). | |
Exhibit 4.3
|
Restated Bylaws as currently in effect (Exhibit 3(b) of the Registrants Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference). | |
Exhibit 4.4
|
Rights Agreement dated May 16, 1989, by and between the Registrant and NationsBank (formerly Sovran Bank/Central South) including Form of Rights Certificate and Summary of Rights (Exhibit 3 to the Report on Form 8-K dated May 16, 1989, is incorporated herein by reference). | |
Exhibit 4.5
|
Amendments to Rights Agreement dated February 22, 1999, by and between the Registrant and SunTrust Bank (Exhibit 4(c) of the Registrants Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference). | |
Exhibit 4.6
|
Amendment to Rights Agreement dated March 22, 1999, by and between the Registrant and SunTrust Bank (Exhibit 4(d) of the Registrants Report on Form 10-K for the year ended January 3, 1999, is incorporated herein by reference). | |
Exhibit 4.7
|
Amendment to Rights Agreement dated May 14, 2004, by and between the Registrant and SunTrust Bank (Exhibit 4(a) of the Registrants Report on Form 10-Q for the quarter ended March 28, 2004, is incorporated herein by reference) | |
Exhibit 4.8
|
Amended and Restated Standstill Agreement dated as of July 31, 2005 (Exhibit 10.1 of the Registrants Report on Form 8-K dated August 1, 2005, is incorporated herein by reference). | |
Exhibit 5.1
|
Opinion of Bass, Berry & Sims PLC | |
Exhibit 10.1
|
J. Alexanders Corporation Amended and Restated 2004 Equity Incentive Plan (Appendix A of the Registrants Proxy Statement on Schedule 14-A for 2007 Annual Meeting of Shareholders, filed with the SEC on April 17, 2007, is incorporated herein by reference). | |
Exhibit 23.1
|
Consent of KPMG LLP | |
Exhibit 23.2
|
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) | |
Exhibit 24.1
|
Power of Attorney (included on page II-5 to this Registration Statement) |