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) October
27, 2006
Shells
Seafood Restaurants, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-28258
|
65-0427966
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
No.)
|
|
16313
N. Dale Mabry Hwy, Suite 100,
Tampa, FL
|
33618
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (813)
961-0944
Not
Applicable
(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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
The
information under Item 2.01 of this Current Report on Form 8-K is incorporated
under this Item 1.01 as if set forth herein.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
October 27, 2006, Shells Seafood Restaurants, Inc. (the “Company”) completed a
sale and leaseback transaction (the “Sale and Leaseback Transaction”) with FRI
Fish LLC, pursuant to which the Company sold and simultaneously leased back
the
restaurant location at 725 East 3rd
Avenue,
New Smyrna Beach, Florida (the “New Smyrna Location”). In connection with the
Sale and Leaseback Transaction, the Company entered into a Purchase and Sale
Agreement, dated October 27, 2006, with FRI Fish LLC (the “Purchase and Sale
Agreement”) pursuant to which it sold the New Smyrna Location to FRI Fish LLC
for $1.33 million. In addition, the Company entered into a Land and Building
Lease, dated October 27, 2006, with FRI Fish LLC (the “Lease Agreement”)
pursuant to which FRI Fish LLC agreed to lease the New Smyrna Location to the
Company for a period of twenty years. FRI Fish LLC
is
affiliated with Drawbridge Global Funds, a beneficial owner of greater than
5%
of the Company’s common stock. The consideration paid upon the consummation of
the Sale and Leaseback Transaction was determined based on arms’ length
negotiations between FRI Fish LLC and the Company. A copy of the Purchase and
Sale Agreement and of the Lease Agreement are filed herewith as Exhibits 10.1
and 10.2, respectively.
Item
9.01 Financial
Statements and Exhibits.
| (d) |
Exhibits.
|
| 10.1 |
Purchase
and Sale Agreement, dated October 27, 2006, between the Company
and
FRI Fish, LLC.
|
| 10.2 |
Land
and Building Lease, dated October 27, 2006, between the Company
and
FRI Fish, LLC.
|
2
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.
| SHELLS SEAFOOD RESTAURANTS, INC. | ||
| |
|
|
| Date: November 2, 2006 | By: | /s/ Warren R. Nelson |
|
Name:
Warren
R. Nelson
Title:
Vice
President and Chief Financial
Officer
|
||
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