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): December 30,
2008
DENNY’S
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-18051
|
13-3487402
|
|
(State
or other jurisdiction of
|
Commission
File No.
|
(I.R.S.
Employer
|
|
Incorporation
or organization
|
Identification
No.)
|
203 East Main
Street
Spartanburg, South Carolina
29319-0001
(Address
of principal executive offices)
(Zip
Code)
(864) 597-8000
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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))
Item
5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In
connection with the December 30, 2008 expiration of the stockholders’ rights
plan of Denny’s Corporation (the “Company”) discussed in Item 8.01 below, the
Board of Directors of the Company as of January 2, 2009, authorized the filing
of a Certificate of Elimination to eliminate the designation of the series of
preferred stock underlying the stockholders’ rights plan. On January
5, 2009, the Company filed the Certificate of Elimination under Section 151(g)
of the Delaware General Corporation Laws to eliminate the Certificate of
Designation filed on August 27, 2004, governing the Company’s Series A Junior
Participating Preferred Stock (which had replaced and superseded all such prior
certificates with respect to the plan).
Item
8.01 Other Events.
The
Company’s stockholders’ rights plan, the Amended and Restated Rights Agreement
dated as of January 5, 2005, between the Company and Continental Stock Transfer
& Trust Company, that was previously adopted in December of 1998 and was
later restated, as amended, in January of 2005, expired pursuant to its own
terms on December 30, 2008.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit 3.2 - Certificate
of Elimination of the Series A Junior
Participating Preferred Stock of Denny’s Corporation dated January
5, 2009.
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.
| Denny's Corporation | |
| Date: January 6, 2009 | /s/ Jay C. Gilmore |
| Jay C. Gilmore | |
| Vice President, | |
| Chief Accounting Officer and | |
| Corporate Controller |