Item 8.01 Other Events.
In accordance with Section 2.3(f) of the previously-announced Agreement and Plan
of Merger (the "Merger Agreement") by and among
Holders of approximately 86% of the outstanding TGIF membership interests,
including all of the TGIF membership interests owned by
Additional Information
ALLEGRO INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL
AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING ALLEGRO'S SECURITIES, IN
CONNECTION WITH THE PROPOSED BUSINESS COMBINATION WITH TGIF, AS DESCRIBED IN
ALLEGRO'S CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") ON
ALLEGRO, ITS DIRECTORS AND EXECUTIVE OFFICERS AND OTHERS ACTING ON ITS BEHALF
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES OF ALLEGRO'S
STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS UNDER SEC RULES.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN MORE DETAILED INFORMATION REGARDING
THE NAMES AND INTERESTS IN THE PROPOSED TRANSACTIONS OF ALLEGRO'S DIRECTORS AND
OFFICERS IN ALLEGRO'S FILINGS WITH THE
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INVESTORS AND SECURITY HOLDERS OF ALLEGRO ARE URGED TO READ THE PRELIMINARY
PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. ALLEGRO'S DEFINITIVE PROXY STATEMENT WILL BE MAILED TO
STOCKHOLDERS OF ALLEGRO AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE
PROPOSED TRANSACTIONS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF
THE PROXY STATEMENT AND OTHER DOCUMENTS CONTAINING IMPORTANT INFORMATION ABOUT
ALLEGRO AND TGIF, ONCE SUCH DOCUMENTS ARE FILED WITH THE
ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM 8-K IS NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES NOR SHALL THERE BE ANY SALE OF ANY SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION.
THIS CURRENT REPORT ON FORM 8-K INCLUDES "FORWARD-LOOKING STATEMENTS". ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS "EXPECT," "ESTIMATE," "PROJECT," "BUDGET," "FORECAST," "ANTICIPATE," "INTEND," "PLAN," "MAY," "WILL," "COULD," "SHOULD," "BELIEVES," "PREDICTS," "POTENTIAL," "CONTINUE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.
NEITHER ALLEGRO NOR TGIF UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE TGIF'S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND TGIF's ESTIMATES OF EXPENSES AND FUTURE REVENUES AND PROFITABILITY. OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE TO RECEIVE REQUIRED SECURITY HOLDER APPROVALS, OR THE FAILURE OF OTHER CLOSING CONDITIONS.
THIS CURRENT REPORT ON FORM 8-K IS NOT INTENDED TO BE ALL-INCLUSIVE OR TO
CONTAIN ALL THE INFORMATION THAT A PERSON
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS WILL BE CONTAINED
IN ALLEGRO'S FILINGS WITH THE
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