The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Nathan’s Famous, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is One Jericho Plaza, Second Floor — Wing A, Jericho, New York 11753.
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Item 2.
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Identity and Background.
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(a) This statement is filed by Robert J. Eide (“Mr. Eide”).
(b) The address of the principal office of Mr. Eide is c/o Aegis Capital Corp., 810 7th Avenue, 11th Floor, New York, New York 10019.
(c) The principal occupation of Mr. Eide is serving as the Chairman and Chief Executive Officer of Aegis Capital Corp. Mr. Eide also serves as a director of the Issuer.
(d) Mr. Eide has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Eide has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Eide is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Shares purchased by Mr. Eide resulted from the exercise of options granted to Mr. Eide in connection with his service as a director of the Issuer. The aggregate purchase price of the 28,112 Shares directly owned by Mr. Eide is approximately $405,000, excluding brokerage commissions. In addition, Mr. Eide beneficially owns 3,787 Shares underlying certain stock options that were granted to him in connection with his service as a director.
The 250,000 Shares directly owned by Lorber Alpha II LP (“Lorber Alpha II”), which Mr. Eide may be deemed to beneficially own in his capacity as an officer and director of Lorber Alpha II’s general partner and a trustee of the controlling shareholders such entity, were acquired pursuant to a contribution of Shares by Howard M. Lorber and certain of his affiliates.
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Item 4.
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Purpose of Transaction.
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Mr. Eide does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, Mr. Eide may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing or selling additional Shares, or changing his intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage of Shares reported owned by each person named herein is based upon 4,430,523 Shares outstanding as of August 5, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2015.
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(a)
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As of the close of business on August 24, 2015, Mr. Eide directly beneficially owned 31,899 Shares, including 3,787 Shares underlying certain stock options exercisable within 60 days of the date hereof. Mr. Eide, as an officer and director of Lorber Alpha II’s general partner and a trustee of the controlling shareholders of such entity, may be deemed to beneficially own the 250,000 Shares owned by Lorber Alpha II.
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Percentage: Approximately 6.4%
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(b)
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1. Sole power to vote or direct vote: 31,899
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2. Shared power to vote or direct vote: 250,000
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3. Sole power to dispose or direct the disposition: 31,899
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4. Shared power to dispose or direct the disposition: 250,000
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(c)
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On June 17, 2015, Mr. Eide acquired 3,787 Shares pursuant to the exercise of certain stock options with an exercise price of $11.72 per Share. On July 31, 2015, Lorber Alpha II received a contribution of 175,000 Shares from Howard M. Lorber.
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(d)
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No person or entity other than Mr. Eide or Lorber Alpha II is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Other than as described herein, there are no contracts, arrangements, understandings or relationships between Mr. Eide and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 25, 2015
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/s/ Robert J. Eide
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ROBERT J. EIDE
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