SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 11)
NATHAN’S
FAMOUS, INC
Common
Stock
(Title of
Class of Securities)
632347100
Nancy D.
Lieberman
Farrell
Fritz, P.C.
1320 RXR
Plaza
Uniondale,
New York 11556
(516)
227-0638
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 13d-1(f) or 13d-1(g), check the following
box o.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
(Page 1
of 5 pages)
SCHEDULE
13D
CUSIP No.
632347100 Page
2
of 5
Pages
|
1
|
Names
of Reporting Persons
Howard
M. Lorber
|
|
2
|
Check
the Appropriate Box if a Member of a Group (see
instructions)
(a) o
(b) o
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (see instructions)
PF
|
|
5
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
o
|
|
6
|
Citizenship
or Place of Organization
USA
|
|
Number
of Shares
Beneficially
Owned
by Each Reporting
Person
With
|
7
|
Sole
Voting Power
896,600
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
896,600
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
971,600
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) excludes Certain Shares (see
instructions) □
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
17.3%
|
|
14
|
Type
of Reporting Person (see instructions)
IN
|
Item
1. Security and Issuer.
The
undersigned hereby amends the Schedule 13D filing dated January 27, 1997 (the
“Initial Filing”) as previously amended (as so amended, together with the
Initial Filing, the “Schedule 13D”) with regard to the shares of Common Stock,
par value $.01 per share (the “Shares”), of Nathan’s Famous, Inc. (the
“Issuer”), a corporation organized under the laws of the State of Delaware, with
its principal executive offices located at 1400 Old Country Road, Westbury, NY
11590.
Unless
otherwise indicated, capitalized terms contained herein shall have the meanings
set forth in the Initial Filing.
This
Amendment No. 11 shall be deemed to add disclosure to Items 3 and 4 and
amend and restate in its entirety Item 5 of the Schedule 13D.
The
primary purpose of amending the Schedule 13D is to reflect the acquisition by
the undersigned of 250,000 Shares upon his exercise of previously granted
options to purchase such 250,000 Shares (the “Options”).
This
statement hereby amends the Items identified below or the particular paragraphs
of such Items which are identified below.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 is
hereby amended to add the following:
The
aggregate purchase price for the 250,000 Shares of Common Stock purchased by Mr.
Lorber on October 21, 2009 upon his exercise of the Options was $835,950. The
exercise price for the Options was paid by Mr. Lorber with his personal
funds.
Item
4. Purpose of Transaction.
Item 4 is
hereby amended to add the following:
On
October 21, 2009, Mr. Lorber exercised the Options previously granted to him
under the Issuer’s 1998 Stock Option Plan, which Options were scheduled to
expire on October 28, 2009, and acquired 250,000 Shares.
Item
5. Interest in Securities of the Issuer.
Item 5 is
hereby amended as follows:
Item 5
(a) is hereby amended and restated as follows:
The
aggregate percentage of Shares reported owned Mr. Lorber is based upon 5,373,748
Shares outstanding, which is the total number of Shares outstanding as of August
5, 2009 as reported in the Issuer’s quarterly report on Form 10-Q for the
quarter ended June 28, 2009, filed with the Securities and Exchange Commission
on August 7, 2009.
As of the
close of business on October 21, 2009, Mr. Lorber beneficially owns 971,600
Shares, representing 17.3% of the issued and outstanding Shares, which includes
(a) options exercisable within 60 days to purchase an aggregate 15,000 Shares
and (b) 75,000 Shares owned by the Howard M. Lorber Irrevocable Trust (“Trust”).
Mr. Lorber disclaims beneficial ownership of the Shares owned by the Trust. The
foregoing does not include options to purchase 10,000 Shares that are not
exercisable within the next 60 days.
Item 5(b)
is hereby amended and restated as follows:
Mr.
Lorber has sole power to dispose or direct the disposition of 896,600 Shares
beneficially owned directly by him, which amount does not include the 75,000
shares owned by the Trust. Mr. Lorber has sole power to vote or
direct the vote of 896,600 Shares beneficially owned directly by him, including
the 15,000 Shares underlying the exercisable options owned by him, which Shares
are not yet issued and entitled to vote. Mr. Lorber does not have the right to
vote the 75,000 shares beneficially owned by the Trust.
Item 5(c
) is hereby amended to add the following:
Since
August 22, 2009, Mr. Lorber acquired 250,000 Shares from the Issuer
upon the exercise of the Options, for which he delivered cash of $3.3438 per
Share, or an aggregate $835,950, in payment of the exercise price of the
Options.
Signature.
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true complete and correct.
Date
/s/
Howard M. Lorber
Signature
Howard M.
Lorber
Name/Title:
Executive Chairman
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).