Company Update

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 5, 2011   NATHAN’S FAMOUS, INC. (Exact name of registrant as specified in its charter)       Delaware 1-3189 11-3166443 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)       One Jericho Plaza, Jericho, New York 11753 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (516) 338-8500   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): 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)) x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))         Item 8.01 Other Events. On December 5, 2011, Nathan’s Famous, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that it will commence a modified Dutch Auction Tender Offer to purchase up to 500,000 shares of its common stock at a price per share of not less than $20.00 and not greater than $22.00 for a maximum aggregate purchase price of $11,000,000. MacKenzie Partners, Inc. is acting as the Information Agent for the offer.  The Depositary will be American Stock Transfer & Trust Company, LLC. Item 9.01 Financial Statements and Exhibits . (d) Exhibits     Exhibit No . Description     99.1 Press release dated December 5, 2011.           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.   December 5, 2011 NATHAN’S FAMOUS, INC.           By: /s/ Ronald DeVos     Name: Ronald DeVos     Title: Vice President - Finance and Chief Financial Officer           EXHIBIT INDEX     Exhibit No . Description     99.1 Press release dated December 5, 2011.