UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2006
FOODARAMA SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-5745-1 21-0717108
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
Building 6, Suite 1
922 Highway 33
Freehold, New Jersey 07728
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (732) 462-4700
-------------------------------------------------------------
(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 (see General Instruction A.2. below):
|_| 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))
INTRODUCTORY NOTE
On March 6, 2006, Foodarama Supermarkets, Inc. (the "Company") filed a
Form 8-K with the Securities and Exchange Commission announcing that it had
entered into a Tender Offer and Support Agreement, dated March 2, 2006, with
Saker Holdings Corp. (the "Tender Offer and Support Agreement"). The Tender
Offer and Support Agreement was attached thereto as Exhibit 99.2. The Company is
filing this amendment to Form 8-K in order to (i) correct certain typographical
errors contained in the Tender Offer and Support Agreement and (ii) report the
entry into the Tender Offer and Support Agreement under Item 1.01 - Entry into
Material Definitive Agreement."
Item 1.01 Entry into Material Definitive Agreement
The Company issued a press release on March 3, 2006 announcing that it has
entered into a definitive agreement with respect to the going private
transaction previously proposed by Saker Holdings Corp. Under the terms of the
definitive agreement, Saker Holdings Corp. has agreed to make a cash tender
offer for the Company's outstanding common stock at a price of $53 per share. A
copy of the press release which describes the material terms of the agreement is
attached as Exhibit 99.1 hereto and incorporated by reference herein, and a copy
of the Tender Offer and Support Agreement between the Company and Saker Holdings
Corp. is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release dated March 2, 2006 (incorporated by reference
to Exhibit 99.1 to the Form 8-K filed by the Company with the
Securities and Exchange Commission on March 6, 2006).
99.2 Tender Offer and Support Agreement between Saker Holdings
Corp. and Foodarama Supermarkets, Inc. dated as of March 2,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FOODARAMA SUPERMARKETS, INC.
----------------------------
(Registrant)
By: /s/ Michael Shapiro
----------------------------
Michael Shapiro
Senior Vice President and
Chief Financial Officer
Date: March 27, 2006
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release dated March 2, 2006 (incorporated by reference
to Exhibit 99.1 to the Form 8-K filed by the Company with the
Securities and Exchange Commission on March 6, 2006).
99.2 Tender Offer and Support Agreement between Saker Holdings
Corp. and Foodarama Supermarkets, Inc. dated as of March 2,
2006.
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