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) May 13, 2009
 
CHANTICLEER HOLDINGS, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
  
814-00709
  
20-2932652
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
The Rotunda, 4201 Congress, Suite 145, Charlotte, NC
  
28209
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (704) 366-5122
 
Registrant’s facsimile number, including area code: (704) 366-2463
 
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):
 
¨
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 1.02
Termination of a Material Definitive Agreement
 
On May 13, 2009, Chanticleer Holdings, Inc. (the “Company”) received a written notification terminating that certain asset purchase agreement entered into by the Company, Texas Wings Incorporated (“TWI”), Owl Acquisition Holdings Corp., Texas Wings Incorporated, and a number of related parties, on July 8, 2008 (the “APA”).  The APA, a copy of which was filed as an exhibit to a Form 8-K filed by the Company on July 14, 2008, provided for the acquisition by the Company of substantially all of the assets of TWI and its 45 related Hooters branded restaurants for a total consideration of approximately $106 million.

The termination notice was sent on behalf of TWI, which served as the Seller Representative under the APA.  The APA was terminated because one or more conditions to closing could not be timely satisfied.

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
 
CHANTICLEER HOLDINGS, INC.
a Delaware Corporation
  
       
 
By:  
/s/ Michael D. Pruitt
  
 
Michael D. Pruitt
  
 
Chief Executive Officer
  
Dated: May 21, 2009