UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~ earliest event reported): January 4, 2012 (January 3, 2012)

Date of Report (Date of earliest event reported): November 9, 2011

MCCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-35148	20-1193199
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1414 NW Northrup Street, Suite 700, Portland, Oregon		97209
(Address of principal executive offices)		(Zip Code)

~~MCCORMICK & SCHMICK~~Registrant’Ss ~~SEAFOOD~~telephone number, including area code: (503) 226-3440

~~RESTAURANTS~~Not Applicable (Former name or former address, ~~INC.~~if changed since last report.)

(Exact name of registrant as specified in its charter)

Delaware		001-35148		20-1193199
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1414 NW Northrup Street, Suite 700, Portland, Oregon 97209

(Address of principal executive offices) (Zip Code)

(503) 226-3440

(Registrant’s telephone number, including area code)

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):

¨o 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))

Introductory Note

As previously disclosed, on November 7, 2011, McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Landry’s, Inc., a Delaware corporation (“Landry’s”), and Landry’s MSA Co., Inc., a Delaware corporation and wholly-owned subsidiary of Landry’s (“Acquisition Sub”).

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Acquisition Sub commenced a tender offer (the “Offer”) on November 22, 2011 to acquire all of the outstanding shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), at a purchase price of $8.75 per share, net to the holder in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 22, 2011, and the related Letter of Transmittal, each as amended or supplemented from time to time.

On January 3, 2012, Landry’s announced the completion of the Offer. The offering period of the Offer expired at 5:00 p.m., New York City time, on December 30, 2011. According to Computershare Inc., the depositary for the Offer, 13,090,660 Shares were validly tendered and not withdrawn (not including 562,533 Shares tendered pursuant to notices of guaranteed delivery). On January 3, 2012, Acquisition Sub accepted for payment all Shares that were validly tendered and not withdrawn, and payment for such Shares was made, in accordance with the terms of the Offer. On January 3, 2012, Acquisition Sub also exercised its Top-Up (as described below), pursuant to which the Company issued Shares to Acquisition Sub, at a price per Share equal to the Offer Price, in an amount sufficient to ensure that Acquisition Sub and the Company could effect a short-form merger under applicable Delaware law without stockholder approval.

In accordance with the terms of the Merger Agreement, on January 3, 2012, Acquisition Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Landry’s.

Item 1.01

Entry into a Material Definitive Agreement.

OnSenior ~~November 7,~~Secured ~~2011,~~Credit McCormick & Schmick’s Seafood Restaurants, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Landry’s, Inc. (“Landry’s”), a Delaware corporation, and Landry’s MSA Co., Inc. (“Acquisition Sub”), a Delaware corporation and a wholly owned subsidiary of Landry’s. Facility

~~Under~~Upon ~~the~~consummation ~~terms~~ of the Merger ~~Agreement,~~and ~~Acquisition~~by ~~Sub~~virtue ~~will~~of ~~commence~~the aCompany ~~tender~~becoming ~~offer~~a ~~(the “Offer”)~~wholly-owned tosubsidiary ~~purchase all~~ of Landry’s, the Company’s ~~outstanding~~and ~~shares~~each of ~~common~~its ~~stock,~~subsidiaries ~~par~~have ~~value~~entered ~~$0.001~~into ~~per~~a ~~share~~Security ~~(“Common~~Agreement, ~~Stock”)~~Guaranty, atIntercompany aSubordination ~~purchase~~Agreement, ~~price~~Acknowledgement ofto ~~$8.75~~an ~~per~~Intercreditor ~~share,~~Agreement ~~net~~and tocertain ~~seller~~other ininstruments ~~cash~~(collectively, ~~without~~the ~~interest~~“Credit ~~thereon~~Documents”) ~~and~~to ~~less~~secure ~~any required~~and ~~withholding~~assure ~~tax~~payment ~~(such~~and ~~tender~~performance ~~offer,~~of the ~~“Offer”~~obligations ~~and~~of ~~such~~Landry’s ~~purchase~~under ~~price,~~its ~~the~~Third ~~“Offer~~Amended ~~Price”).~~and ~~The~~Restated ~~Merger~~Credit Agreement ~~provides~~by ~~that~~and ~~the~~among ~~Offer~~Landry’s, ~~will~~Inc., ~~expire~~as 20Borrower, ~~business~~Wells ~~days~~Fargo ~~following~~Capital ~~the~~Finance, ~~commencement~~LLC, ofas the ~~Offer~~Administrative Agent (“Agent”), ~~subject~~Wells ~~to certain~~Fargo ~~extension~~Capital ~~rights~~Finance, LLC and ~~obligations~~Jefferies ~~set~~Finance ~~forth~~LLC, inas ~~the~~Co-Lead ~~Merger~~Arrangers, ~~Agreement~~Co-Bookrunners, ~~provided~~and ~~that~~as ~~the~~Co-Syndication ~~Acquisition~~Agents, ~~Sub~~and ~~shall~~the ~~not~~lenders beparty ~~required~~thereto, pursuant to ~~extend~~which the ~~expiration~~lenders ~~date~~have ofprovided ~~the~~Landry’s ~~Offer~~with ~~beyond~~a ~~March 6,~~revolving ~~2012.~~credit line and term loans comprised of:

~~The~~■ Offer is conditioned upon, among other things, there being validly tendered in the Offer shares of Common Stock that, together with shares of Common Stock owned by Landry’s, Acquisition Sub or any of their respective affiliates (the “Landry’s Group”), represent a ~~majority~~four-year of the issued and outstanding Common Stock plus the aggregate number of shares of Common Stock issuable to holders of Company stock options from which the Company has received notices of exercise prior to the expiration of the Offer (and as to which Common Stock have not yet been issued) (the “Minimum Tender Condition”)$100.0 ~~The Offer~~million issenior ~~also~~secured ~~subject~~revolving tocredit ~~certain other conditions~~facility, ~~including (i) that certain representations~~ and warranties of the Company set forth in the Merger Agreement are true and correct and continue to be true and correct as of the expiration of the Offer; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iii) the Company shall have complied with in all material respects its obligations under the Merger Agreement; (iv) the absence of certain legal impediments and other customary closing conditions; and (v) that, since the effective date of the Merger Agreement, no change, circumstance or event has occurred or would reasonably be expected to occur that would have a material adverse effect on the Company. The date of payment for shares of Common Stock accepted for payment pursuant to and subject to the Offer conditions is referred to as the “Offer Closing.”

~~The~~■ Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the terms and conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into the Company (the “Merger”). As a ~~result~~four-year of the Merger, each issued and outstanding share of Common Stock (other than shares of Common Stock held by Landry’s, Acquisition Sub or the Company, held in the Company’s treasury, or held by stockholders who are entitled to assert, and who properly assert, dissenters’ rights) that is not tendered pursuant to the Offer will be converted into the right to receive an amount in cash equal to the Offer Price, without interest$237.0 ~~Following~~million ~~the~~senior ~~effective~~secured ~~time~~term ofloan ~~the Merger~~facility, ~~the~~which ~~separate~~includes ~~corporate existence of Acquisition Sub shall cease, and the Company shall continue as the surviving corporation in the Merger~~$50.0 ~~The~~million closing of the Merger is subject to approval of the Merger by the holders of a majority of the Common Stock; however, the parties have agreed that if, after the purchase of the Common Stock pursuant to the Offer and after giving effect to any shares purchased pursuant to the Merger Agreement provision described in ~~the~~principal ~~next~~amount ~~paragraph, Landry’s and its subsidiaries own at least 90%~~ of ~~the~~incremental ~~outstanding~~term ~~Common~~loans ~~Stock, then, following~~ (the ~~satisfaction~~“Additional orTerm ~~waiver of the other conditions to the closing of the Merger, Landry’s shall execute a “short-form~~Loan”) ~~Merger~~incurred ~~pursuant~~in toconnection ~~applicable~~with ~~Delaware General Corporation Law, which will not require~~ the ~~consent~~acquisition of the Company’s ~~stockholders.~~described ~~The Merger is also conditioned upon the absence of certain legal restraints and the acceptance of payment by Acquisition Sub of all the shares of Common Stock validly tendered pursuant to the Offer~~above.

~~Pursuant~~The tosenior ~~the~~secured ~~Merger~~credit ~~Agreement,~~facility ifand ~~the~~Credit ~~Minimum~~Documents ~~Tender~~contain ~~Condition~~customary isrepresentations ~~satisfied~~and ~~but~~warranties ~~the~~and ~~90% threshold~~customary ~~referred~~affirmative toand innegative ~~the~~covenants, ~~preceding paragraph is not~~including, ~~the~~among ~~Company~~other ~~shall issue to Acquisition Sub~~things, ~~and~~restrictions ~~Acquisition~~on ~~Sub shall purchase (the “Top-Up”)~~indebtedness, ~~at a price per share equal to the Offer Price~~investments, upsales ~~to a number~~ of ~~newly issued~~assets, ~~fully paid~~mergers and ~~nonassessable shares of Common Stock (the “Top-Up Shares”) that~~consolidations, ~~when~~prepayments ~~added to the number~~ of ~~shares~~subordinated ~~of Common Stock directly or indirectly owned by Acquisition Sub at the time of the closing of the purchase of Top-Up Shares (after giving effect to the Offer Closing)~~indebtedness, ~~shall~~liens constitute one share more than 90% (determined on a fully diluted basis) of the shares of the Common Stock outstanding immediately after the issuance of the Top-Up Shares; provided, however, that the Top-Up may not be exercised (i) to purchase an amount of Top-Up Shares in excess of the number of shares of Common Stock authorized and ~~unissued~~dividends and ~~not~~other ~~otherwise~~distributions. ~~reserved~~The orsenior ~~committed~~secured ~~for~~credit ~~issuance~~facility ~~at the time of exercise of the Top-Up, (ii) unless the Offer Closing shall have occurred~~ and ~~(iii) unless,~~Credit ~~immediately~~Documents ~~after~~also ~~such~~include ~~exercise,~~customary ~~Acquisition~~events ~~Sub would own more than 90%~~ of ~~the Common Stock then outstanding~~default.

The ~~Company~~description ~~has~~of ~~made customary representations and warranties and covenants in~~ the ~~Merger~~senior ~~Agreement,~~secured ~~including~~credit ~~among~~facility ~~other~~contained ~~things (i) covenants not to solicit alternative transactions or to provide information or enter into discussions~~ in connection with alternative transactions, except with respect to discussions or negotiations with persons related to bona fide, unsolicited written acquisition proposals, and subject to certain limited exceptions to permit the ~~Company’s~~Offer ~~board of directors~~ to ~~comply~~Purchase ~~with~~filed ~~its~~as ~~fiduciary~~exhibit ~~duties, and~~ (iia) ~~representations~~(1)(A) ~~and~~to ~~warranties that~~ the ~~Company’s~~Schedule ~~board~~TO ~~of directors~~filed ~~has~~by ~~taken all necessary action to ensure that the~~ Landry’s ~~Group is exempt from the terms of the Rights Agreement dated as of April 18~~, ~~2011~~Inc. ~~between~~with the ~~Company~~Securities and ~~ComputerShare~~Exchange ~~Trust~~Commission ~~Company~~on ~~N.A.~~November ~~(the “Rights Agreement”) and that the Offer~~22, ~~the~~2011 ~~Merger~~is ~~Agreement~~incorporated ~~and~~by ~~the transactions contemplated in connection therewith are exempt from the terms of the Rights Agreement~~reference.

~~Effective~~11 upon the Offer Closing and from time to time thereafter, pursuant to the Merger Agreement, Landry’s shall be entitled to designate the number of directors on the Company’s board of directors equals the product of (i) the total number of directors on the Company’s board of directors, and (ii) the percentage that the number of shares of Common Stock beneficially owned by Landry’s and5/or8% ~~Acquisition~~Senior ~~Sub immediately~~Secured ~~following~~Notes ~~the~~due Offer Closing bears to the total number of shares of Common Stock outstanding (determined on a fully-diluted basis); provided, however, that prior to the effective time of the Merger the Company’s board of directors shall always have at least two members of the Company’s board of directors who were members of the Company’s board of directors immediately prior to the Offer Closing (“Continuing Directors”) and until the effective time of the merger, the approval of a majority of the Continuing Directors shall be required to authorize the Company to, among other things: (i) amend, modify or terminate the Merger Agreement, (ii) extend the time for performance of, or waive, any of the obligations or other acts of Landry’s or Acquisition Sub under the Merger Agreement, (iii) waive any of the Company’s rights under this Agreement, (iv) amend or otherwise modify in any material respect the Company Certificate of Incorporation or Company By-Laws in any manner adverse to the Company’s stockholders or the Company’s current or former officers or directors, or in any manner which would prevent or delay the consummation of the transactions contemplated in the Merger Agreement or the stockholders receiving the consideration pursuant to the Merger, or (v) make any other determination or give any approval or authorization that is required to be taken or given by the Company’s board of directors with respect to any action to be taken or not to be taken by or on behalf of the Company relating to the Merger Agreement or the transactions contemplated thereby. 2015

~~The~~Upon ~~Merger~~consummation ~~Agreement~~of ~~contains~~the ~~certain~~Merger ~~termination~~and ~~rights~~by ~~for~~virtue of the Company ~~and~~becoming a wholly-owned subsidiary of Landry’s, the Company and ~~further~~each ~~provides~~of ~~that~~its subsidiaries have also entered into a supplemental indenture with Landry’s, ~~upon~~certain ~~termination~~ subsidiaries of Landry’s, and the ~~Merger~~Wilmington ~~Agreement~~Trust, National Association (formerly known as Wilmington Trust FSB) (“Trustee”) as successor to Deutsche Bank Trust Company Americas, and Deutsche Bank Trust Company Americas, a New York banking corporation (“Collateral Agent”) under ~~certain~~the ~~specified~~Indenture ~~circumstances~~(defined below), pursuant to which the Company ~~will~~and beeach ~~obliged~~of its subsidiaries has become a guarantor under that certain Indenture dated as of November 20, 2009 (as amended and supplemented from time to ~~pay~~time) by and among Landry’s, aas ~~termination~~issuer, ~~fee~~the ofTrustee , and the Collateral Agent, pursuant to which Landry’s has issued $3655,~~900~~500,000 of aggregate principal amount of its 11⅝ % senior secured notes due 2015 (“Notes”), of which $115.0 million aggregate principal amount was issued to fund the acquisition of the Company described above (the “Additional Notes Offering”).

~~This~~The ~~summary~~Indenture ofunder which the ~~principal~~Notes ~~terms~~have ofbeen ~~the~~issued ~~Merger~~contains ~~Agreement~~customary ~~and~~covenants ~~the~~that ~~copy~~will oflimit the ~~Merger Agreement~~ability ~~filed~~of asLandry’s anand ~~exhibit to this Form 8-K are intended to provide information regarding~~ the ~~terms~~Guarantors of(including the ~~Merger~~Company ~~Agreement~~ and ~~are~~each ~~not~~of ~~intended~~its subsidiaries) to, ~~modify~~among orother ~~supplement~~things: ~~any~~incur ~~factual~~or ~~disclosures~~guarantee ~~about~~additional ~~the~~indebtedness ~~Company~~or inissue ~~its~~disqualified ~~public~~capital ~~reports~~stock; ~~filed~~transfer ~~with the~~or ~~Securities~~sell ~~and~~assets; ~~Exchange~~pay ~~Commission.~~dividends Inor ~~particular~~distributions, ~~the~~or ~~Merger~~redeem ~~Agreement~~subordinated ~~and~~indebtedness; ~~the~~create ~~related~~or ~~summary~~incur ~~are~~liens; ~~not~~incur ~~intended~~dividend toor ~~be,~~other ~~and~~payment ~~should~~restrictions ~~not~~affecting becertain ~~relied~~subsidiaries; ~~upon~~consummate asa merger, ~~disclosures~~consolidation ~~regarding~~or ~~any~~sale ~~facts~~of ~~and~~all ~~circumstances~~or ~~relating~~substantially toall ~~the Company. The foregoing description~~ of ~~the~~its ~~Offer, Merger~~ assets; and ~~the~~take ~~Merger~~or ~~Agreement~~omit ~~does~~to ~~not~~take ~~purport~~any toactions bethat ~~complete~~would ~~and~~adversely isaffect ~~qualified~~or impair in ~~its~~any ~~entirety~~material byrespect ~~reference to~~ the ~~full~~collateral ~~text~~securing of the ~~Merger Agreement, a copy of which is attached hereto as Exhibit 2~~Notes.~~1 and is incorporated into this report by reference.~~

~~A copy of the Merger Agreement is provided with this report solely to inform investors of its terms.~~ The ~~Merger~~description ~~Agreement contains representations and warranties by the Company, on the one hand, and by Landry’s and Acquisition Sub, on the other hand, made solely for the benefit~~ of the ~~other.~~Indenture ~~The assertions embodied in those representations and warranties are qualified by certain disclosures not~~ contained in the ~~Merger~~Offer ~~Agreement that modify, qualify and create exceptions~~ to ~~the~~Purchase ~~representations~~filed ~~and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made~~ as ofexhibit (a)(1)(A) ~~specified date, may be subject~~ to ~~a contractual standard of materiality different from what might be viewed as material to stockholders or may have been used for~~ the ~~purpose~~Schedule ~~of allocating~~TO ~~risk~~filed ~~between~~by ~~the Company, on the one hand, and~~ Landry’s ~~and Acquisition Sub~~, ~~on the other hand~~Inc. ~~Accordingly,~~with ~~investors should not rely on~~ the ~~representations~~Securities and ~~warranties~~Exchange inCommission ~~the~~on ~~Merger~~November ~~Agreement as characterizations of the actual state of facts about the Company~~22, ~~Landry’s~~2011 oris ~~Acquisition~~incorporated ~~Sub~~by ~~at the time they were made or otherwise~~reference.

The Company knows of no material relationship between the Company and Landry’s or Acquisition Sub other than with respect to the Merger Agreement and the following:

(i) Tilman J. Fertitta is the Chairman and Chief Executive Officer of Landry’s and, as of November 7, 2011, Mr. Fertitta owns directly 1,496,281 shares of Common Stock, representing approximately 10.1% of the outstanding Common Stock.

(ii) The Company and Landry’s are parties to a confidentiality and standstill agreement related to the Company’s sales process.

Item 1.02

Termination of a Material Definitive Agreement.

In connection with the Merger, on January 3, 2012, the Company’s ~~entry~~repaid ~~into~~in full all outstanding loans, together with interest and all other amounts due in connection with such repayment under that certain Amended and Restated Revolving Credit Agreement (the ~~Merger~~“Prior Credit Agreement”), ~~the~~as ~~Company’s~~amended, ~~board~~by and among McCormick & Schmick Acquisition Corp. and The Boathouse Restaurants of ~~directors~~Canada, ~~also~~Inc., ~~resolved~~as toBorrowers, ~~cause~~Bank ~~the Company~~of toAmerica, ~~terminate~~N.A. ~~the~~as ~~Rights~~Administrative ~~Agreement~~Agent, ~~immediately~~and ~~prior~~Bank toof America, N.A. and Wells Fargo Bank, N.A., as the ~~effective~~lenders, ~~time~~and ofterminated the ~~Merger~~Prior Credit Agreement. No penalties were due in connection with such repayments.

Item 3 2.01 ~~Unregistered~~Completion ~~Sales~~of Acquisition or Disposition of ~~Equity~~ ~~Securities~~Assets.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~Company’s entry into the Merger Agreement, the Company granted to Acquisition Sub the Top-Up option, which~~ under ~~certain circumstances would permit Acquisition Sub to purchase, at a price per share equal to~~ the ~~Offer~~Introductory ~~Price,~~Note upis toincorporated ~~a number of newly issued, fully paid and nonassessable shares of Common Stock that, when added to the number of shares of Common Stock directly or indirectly owned~~ by ~~Landry’s~~reference and its subsidiaries at the time of the closing of the purchase of Top-Up Shares (after giving effect to the Offer Closing), shall constitute one share more than 90% (determined on a fully diluted basis) of the shares of the Common Stock outstanding immediately after the issuance of the Top-Up Shares; provided, however, that the Top-Up may not be exercised (i) to purchase an amount of Top-Up Shares in excess of the number of shares of Common Stock authorized and unissued and not otherwise reserved or committed for issuance at the time of exercise of the Top-Up, (ii) unless the Offer Closing shall have occurred and (iii) unless, immediately after such exercise, Acquisition Sub would own more than 90% of the Common Stock then outstandingherein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the NASDAQ Stock Market (“NASDAQ”) on January 3, 2012 that each Share (other than shares of Company Common Stock owned by Landry’s, Acquisition Sub or the Company and shares held by any holder who is entitled to and has properly demanded appraisal of such shares under Delaware law) was automatically converted into the right to receive $8.75 per Share in cash, without interest. On January 3, 2012, NASDAQ filed with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration Under Section 12(b) on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, and trading of the Company Common Stock on NASDAQ was suspended as of the opening of trading on January 4, 2012.

The Company intends to file with the SEC a certification on Form 15 requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.02

Unregistered Sale of Equity Securities.

In order to complete the Merger, on January 3, 2012, pursuant to Section 2.3 of the Merger Agreement, Acquisition Sub exercised its top-up option (the “Top-Up”) to purchase Shares, and the Company issued 3,099,107 Shares (the “Top-Up Shares”) to Acquisition Sub, at a price per Share equal to the Offer Price. Acquisition Sub paid for the Top-Up Shares by delivery of cash and a promissory note to the Company. The Top-Up Shares, when added to the number of Shares directly or indirectly owned by Landry’s and Acquisition Sub at the time of exercise of the Top-Up, represented an amount sufficient to ensure that Acquisition Sub and the Company could effect a short-form merger under applicable Delaware law. The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

Item 3.03

Material Modification to Rights of Security Holders.

InAt ~~connection with~~ the ~~Company’s~~effective ~~entry~~time ~~into~~of the Merger ~~Agreement~~, ~~the~~each ~~Company’s~~outstanding ~~board~~share of ~~directors~~Company ~~determined~~Common ~~that Landry’s~~Stock, ~~Acquisition~~other ~~Sub~~than ~~and~~shares ~~their respective affiliates are “Exempt Persons” within the meaning~~ of ~~Section 1.16~~Company ofCommon ~~the~~Stock ~~Rights~~owned ~~Agreement.~~by ~~This determination effectively provides that the terms of the Rights Plan will be inapplicable to the Tender Offer~~Landry’s, ~~the~~Acquisition ~~Merger~~Sub, the ~~Merger~~Company ~~Agreement and the other transactions contemplated in connection therewith. This determination expires upon the withdrawal~~ or ~~termination~~by ofstockholders ~~the~~who ~~Tender~~have ~~Offer~~validly ~~prior~~exercised totheir ~~its~~appraisal ~~closing.~~rights ~~Pursuant~~under toDelaware ~~the Merger Agreement~~law, ~~the~~was ~~Company’s~~converted ~~board~~into ~~of directors also determined that~~ the ~~Company~~right ~~will take such actions as may be required~~ to ~~cause~~receive ~~the~~cash ~~Rights~~in ~~Plan~~an toamount ~~expire~~equal ~~immediately prior~~ to the ~~effective~~Offer ~~time of the Merger~~Price.

~~The~~Item ~~consummation~~5.01. ofChanges ~~the Offer will result~~ in anControl ~~acceleration~~ of ~~the vesting of all previously issued but unvested restricted stock awards and stock options issued pursuant to the Company’s 2004 Equity Incentive Plan~~Registrant.

As a result of the acceptance of Shares in the Offer on January 3, 2012, a change of control of the Company occurred. Upon the effectiveness of the Merger, the Company became a wholly-owned subsidiary of Landry’s. The disclosure under the Introductory Note and Item 83.01 is incorporated herein by reference. ~~Other~~The ~~Matters~~total consideration for all of the outstanding Shares, restricted stock and options in connection with the change of control transaction was approximately $131.6 million. The source of such funds was proceeds from the Additional Notes Offering, Additional Term Loan and cash from the Company’s balance sheet.

OnItem ~~November 8,~~5.02. ~~2011,~~Departure ~~the~~of ~~Company~~Directors ~~issued~~or aCertain ~~press~~Officers; ~~release,~~Election ~~a copy~~ of ~~which~~Directors; isAppointment ~~attached~~of asCertain ~~Exhibit~~Officers; ~~99.1~~Compensatory ~~hereto~~Arrangements ~~and incorporated herein by reference, announcing the execution~~ of ~~the~~Certain ~~Merger Agreement~~Officers. ~~Also attached as Exhibit 99.2 hereto and incorporated herein by reference is a letter disseminated by the Company to employees announcing the Merger, dated November 8, 2011.~~

~~Important~~In ~~Additional~~connection ~~Information~~with ~~Will~~the BeMerger ~~Filed~~and ~~with~~as contemplated by the ~~Securities~~Merger Agreement, all the directors of the Company prior to the Merger voluntarily resigned from the Company’s board of directors effective as of the effective time of the Merger on January 3, 2012. Pursuant to the terms of the Merger Agreement, on January 3, 2012, the directors of Acquisition Sub immediately prior to the effective time of the Merger, which consisted of Tilman J. Fertitta, Steven L. Scheinthal and ~~Exchange Commission~~Richard H. Liem, became the directors of the Company following the Merger.

~~This~~Item ~~current report is not an offer to purchase or a solicitation of an offer to sell any securities of the Company~~5. ~~The Offer has not yet been commenced~~03. ~~Upon~~Amendments ~~commencement of the Offer, Landry’s and Acquisition Sub will file a Tender Offer Statement on Schedule TO containing an offer~~ to ~~purchase~~Articles and related materials, and the Company will mail to the Company’s stockholders a solicitation/recommendation statement with respect to the Offer on Schedule 14D-9. The Company’s stockholders are urged to read these materials carefully when they become available since they will contain important information, including the terms and conditions of ~~the~~Incorporation ~~Offer. The Company’s stockholders may obtain a free copy of these materials (when available) and other documents filed by Landry’s, Acquisition Sub~~ or ~~the~~Bylaws; ~~Company~~Change ~~with~~in ~~the SEC~~Fiscal ~~at the website maintained by the SEC at www~~Year.sec.gov. The offer to purchase and related materials, the solicitation/recommendation statement, the Schedule TO, and the Schedule 14D-9 may also be obtained (when available) for free by contacting the information agent for the Offer (when one is selected).

~~Forward-Looking~~At ~~Statements~~the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in accordance with the terms of the Merger Agreement, copies of which are attached as Exhibit 3.1 and Exhibit 3.2 to this report, respectively, and are incorporated herein by reference.

~~Certain~~Item statements contained herein constitute forward-looking statements. These statements are not guarantees of future performance or assurances of an expected course of action, and therefore, readers should not put undue reliance upon them. Some of the statements that are forward-looking include statements of belief or intent predicated on the Company’s expectations for future revenues and strategic opportunities. There are a large number of factors that can cause the Company to deviate from plans or to fall short of expectations. As to the forward-looking matters contained in this release, factors that can cause such changes include our ability to respond timely and in accordance with the laws applicable to the Company and its board of directors. The Company’s business as a whole is subject to a number of risks, and to the extent those risks are known to be material, they have been listed and discussed in the Company’s annual report on Form 10-K for the fiscal year ended December 29, 2010, and quarterly and current reports on Form 10-Q and 8-K. ~~Please note that forward-looking statements are current as of today~~01. ~~The~~Other ~~Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law~~Events.

~~ITEM 9~~On January 3, 2012, Landry’s issued a press release regarding the closing of the Merger.01 A copy of the press release is attached as Exhibit 99.1 ~~Financial~~to ~~Statements~~this report and ~~Exhibits~~is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

2.1		Merger Agreement dated November 7, 2011.
4.1		Rights Agreement, dated April 18, 2011 (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed April 21, 2010).

Exhibit No.

Description

99.1		Press Release dated November 8, 2011 (incorporated by reference to the Schedule 14D-9C filed with the SEC on November 8, 2011).
99.2		Employee Letter dated November 8, 2011 (incorporated by reference to the Schedule 14D-9C filed with the SEC on November 8, 2011).

3.1	Amended and Restated Certificate of Incorporation.

3.2	Amended and Restated Bylaws.

99.1	Press Release dated January 3, 2012 (incorporated by reference to Exhibit (a)(5)(F) to Amendment No. 3 to Schedule TO filed by Landry’s, Inc. with the Securities and Exchange Commission on January 3, 2012).

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.

Date: January ~~November 9~~4, ~~2011~~ 2012

~~McCormick~~MCCORMICK & ~~Schmick~~SCHMICK’sS ~~Seafood~~SEAFOOD ~~Restaurants~~RESTAURANTS, ~~Inc~~INC. By: /s/ ~~Michelle~~Steven ML. ~~Lantow~~Scheinthal ~~Michelle~~Name: MSteven L. ~~Lantow~~Scheinthal ~~Chief~~Title: ~~Financial Officer (Principal Financial and Accounting Officer)~~V.P.

EXHIBIT INDEX

Exhibit No.

Description

3.1	Amended and Restated Certificate of Incorporation.

3.2	Amended and Restated Bylaws.

99.1	Press Release dated January 3, 2012 (incorporated by reference to Exhibit (a)(5)(F) to Amendment No. 3 to Schedule TO filed by Landry’s, Inc. with the Securities and Exchange Commission on January 3, 2012).

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