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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported)
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August
11, 2008
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 (Exact
name of registrant as specified in its charter)
SHELLS
SEAFOOD RESTAURANTS, INC.
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Delaware
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0-28258
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65-0427966
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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16313
N. Dale Mabry Hwy, Suite 100, Tampa, FL
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33618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (813) 961-0944
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition
Shells
Seafood Restaurants, Inc. issued a press release today announcing its financial
results for the second quarter and 26 weeks ended June 29, 2008. Included in
the
press release issued by the Company and furnished herewith as Exhibit 99.1
are
certain non-GAAP financial measures. Management of the Company believes such
non-GAAP financial measures are useful to investors assessing the financial
condition and results of operations of the Company's core business operations
because they exclude results which management believes are atypical and unlikely
to occur with regularity in the future
A
copy of
the press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.
This
information, including the press release filed as Exhibit 99.1, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act
of 1934 nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933.
Signature
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.
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Dated:
August 13, 2008
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SHELLS
SEAFOOD RESTAURANTS, INC.
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By:
/s/ Warren R. Nelson
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Warren
R. Nelson
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President
and CFO
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Exhibit
99.1 Press
Release dated August 11, 2008