8-K 1 c90733e8vk.txt CURRENT REPORT 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 22, 2004 QUALITY DINING, INC. (Exact name of registrant as specified in its charter) Indiana 000-23420 35-1804902 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4220 Edison Lakes Parkway Mishawaka, IN 46545 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (574) 271-4600 N/A (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): [ ] 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW (a) On December 22, 2004, Quality Dining, Inc. (the "Company") concluded that there was an error in the allocation of tax expense (benefit) between continuing operations and discontinued operations in the Company's financial statements for the sixteen weeks ended February 15, 2004 included in the Company's Form 10-Q for the quarterly period ended February 15, 2004, in the Company's financial statements for the twelve and twenty-eight weeks ended May 9, 2004 included in the Company's Form 10-Q for the quarterly period ended May 9, 2004 and in the Company's financial statements for the twelve and forty weeks ended August 1, 2004 included in the Company's Form 10-Q for the quarterly period ended August 1, 2004. This error did not affect the Company's reported financial position or net income but did affect the Company's income tax provision, net income (loss) from continuing operations and net income (loss) from discontinued operations for the affected fiscal periods. The error also affected the allocation of basic and diluted net income per share between continuing operations and discontinued operations for the affected fiscal periods. Accordingly, the Company's management and Audit Committee have concluded that the financial statements in the Company's Forms 10-Q for the quarterly periods ended February 15, 2004, May 9, 2004 and August 1, 2004, should no longer be relied upon. Based on this decision, the Company will revise its financial statements for the sixteen weeks ended February 15, 2004 and February 16, 2003, the twelve and twenty-eight weeks ended May 9, 2004 and May 11, 2003, and the twelve and forty weeks ended August 1, 2004 and August 3, 2003, to reflect the proper income tax provision, income (loss) from continuing operations, income (loss) from discontinued operations, basic and diluted net income per share from continuing operations and basic and diluted net income per share from discontinued operations. The Company will file an amendment to each of the applicable Forms 10-Q to reflect the proper amounts for the affected 2004 and 2003 fiscal periods. These amended filings will present the following: Sixteen Weeks Ended February 15, 2004:

Sixteen Weeks Ended February 16, 2003:

Twelve and Twenty-Eight Weeks Ended May 9, 2004:

Twelve and Twenty-Eight Weeks Ended May 11, 2003:

Twelve and Forty Weeks Ended August 1, 2004:

Twelve and Forty Weeks Ended August 3, 2003:

The Company's management and Audit Committee have discussed this matter with PricewaterhouseCoopers LLP ("PWC"), the independent public registered accounting firm for the Company. The Company expects to file an amended Form 10-Q (Form 10-Q/A) for each of the quarterly periods ended February 15, 2004, May 9, 2004 and August 1, 2004 immediately after filing this Form 8-K. 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. Dated: December 23, 2004 QUALITY DINING, INC. By: /s/ John C. Firth ---------------------------------- Name: John C. Firth Title: Executive Vice-President

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