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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~January 23, ~~of 1934~~2009

Date of Report (Date of earliest event reported): January 13, 2009

Centerplate, Inc.

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization) 001-31904(Commission file number) 13-3870167(I.R.S. EmployerIdentification No.)


Delaware	001-31904	13-3870167
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

2187 Atlantic Street
Stamford, Connecticut 06902
(Address of principal executive offices)

(203) 975-5900
(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0.1 Entry into a Material Definitive Agreement

On January 23, 2009, Centerplate, Inc. (the “Company”) and The Bank of New York Mellon, as trustee, entered into the Supplemental Indenture, dated as of January 23, 2009 (the “Supplemental Indenture”), to the indenture dated as of December 10, 2003 (as supplemented up to and including January 23, 2009, the “Indenture”). The Supplemental Indenture was entered into in connection with the Company’s previously announced tender offer and related consent solicitation (the “Offer”) with respect to its 13.5% Senior Subordinated Notes due 2013 (the “Notes”). As part of the Consent Solicitation, the Company sought and received the requisite consent from holders of the Notes for certain amendments (the “Proposed Amendments”) relating to the Indenture. The Proposed Amendments to the Indenture eliminate substantially all of the covenants, certain events of default and the change of control offer and modify certain provisions relating to the defeasance of the Notes and the manner in which the Company may extend the maturity of the Notes. The Proposed Amendments to the Indenture will not become operative unless and until the Company purchases validly tendered Notes pursuant to the Offer.

The Offer is made upon the terms and conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated December 23, 2008 (the “Statement”), and the related Consent and Letter of Transmittal. The Offer is subject to the satisfaction of certain conditions, including the merger of the Company with an affiliate of Kohlberg & Company, L.L.C. (the “Merger”) pursuant to the previously announced merger agreement, as amended, having occurred, or the Merger occurring substantially concurrent with the expiration of the tender offer. Further details about the terms and conditions of the Offer are set forth in the Statement.

The foregoing summary is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

Item 8.01 Other Events.

On January 1423, 2009, ~~Centerplate, Inc. (~~the “Company”) issued a press release ~~reporting~~announcing ~~that with respect to~~ the ~~previously~~execution ~~announced~~of ~~purported class action, Kaplan v.~~the ~~Williams,~~Supplemental etIndenture ~~al., Case No. FST-CV-084014996, counsel for the parties have agreed~~ in ~~principle~~ toconnection ~~settle~~with the ~~action~~Offer and ~~have executed a Memorandum of Understanding dated January 13, 2009, which is expected to be followed by a stipulation of settlement. As part of~~ the ~~settlement, and~~extension ~~in exchange for a dismissal~~ of the ~~lawsuit~~expiration ~~and~~date ~~release, the Company has agreed to file with the Securities and Exchange Commission a supplement to the previously-distributed proxy statement and mail a copy~~ of ~~the supplemental proxy statement to~~ its ~~investors. This settlement, which is~~ ~~subject~~tender offer to, ~~among~~purchase ~~other~~up ~~conditions, preliminary and final Connecticut court approval after appropriate notice and a hearing~~ to ~~consider~~70% ~~the fairness~~ of ~~the settlement, would resolve the claims in the currently pending lawsuit. The Company and~~ its ~~officers~~outstanding ~~and~~Notes, ~~directors~~from ~~continue~~5:00 ~~to deny any liability or responsibility for the claims made in the pending lawsuit and make no admission of any wrongdoing~~p. ~~There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the Court will approve the settlement even if the parties enter into such a stipulation~~m. InNew ~~the~~York ~~event~~City ~~the settlement is approved~~time, ~~all holders of the Company’s~~on ~~securities~~January 23, ~~from April 30~~2009, ~~2008 through the date of consummation of the Company’s merger (the “Merger”) pursuant~~ to ~~the~~5:00 ~~Agreement~~p.m. ~~and~~New ~~Plan~~York ofCity ~~Merger dated as of September 18~~time, ~~2008 as amended~~ on ~~December~~ January 2326, ~~2008 among the Company and affiliates of Kohlberg & Company~~2009, ~~L.L.C.~~unless ~~(“Kohlberg”),~~otherwise ~~will~~extended ~~release~~by ~~all claims (other than valid appraisal demands in connection with~~ the ~~Merger) relating to the transaction which were or could be brought against the~~ Company~~, its officers and directors, Kohlberg, and their respective affiliates and agents~~. ~~The settlement is also subject to the~~ ~~completion of the Merger.~~

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description
99.1		Press Release, dated January 14, 2009.
4.1		Supplemental Indenture, dated as of January 23, 2009, by and among Centerplate, Inc., the guarantors thereto and The Bank of New York, as trustee.
99.1		Press Release, dated January 23, 2009.

SIGNATURE

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: January 1423, 2009


Centerplate, Inc.
By:	/s/ Kevin F. McNamara
	Name:	Kevin F. McNamara
	Title:	Executive Vice President and CFO

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated January 14, 2009.
4.1		Supplemental Indenture, dated as of January 23, 2009, by and among Centerplate, Inc., the guarantors thereto and The Bank of New York, as trustee.
99.1		Press Release, dated January 23, 2009.

Filing Compare · Centerplate, Inc.