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Prospectus
Supplement
(To
Prospectus dated October 7, 2005)
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Filed
Pursuant to Rule 424(b)(3) and 424(c)
Commission
File No. 333-126487
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27,772,411
Shares
Common
Stock
This
prospectus supplement supplements the prospectus dated October 7, 2005, which
relates to the shares of our common stock that may be sold by the selling
stockholders named therein.
This
prospectus supplement should be read in connection with, and may not be
delivered or utilized without, the prospectus dated October 7, 2005, and the
prospectus supplements dated November 2, 2005, December 1, 2005 and December
2,
2005. This prospectus supplement is qualified by reference to the prospectus
and
the prospectus supplements, except to the extent that the information in this
prospectus supplement updates or supersedes the information contained in the
prospectus dated October 7, 2005, or the prospectus supplements dated November
2, 2005, December 1, 2005 and December 2.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
The
date
of this prospectus supplement is March 23, 2006
THE
FOLLOWING PARAGRAPH SHOULD BE INSERTED AFTER THE SECOND PARAGRAPH IN THE
SUBSECTION ENTITLED “EMPLOYMENT AGREEMENTS” UNDER THE SECTION ENTITLED
“MANAGEMENT” ON PAGE 47 OF THE PROSPECTUS:
In
addition, we entered into agreements (each an “Agreement”) on March 13, 2006
with each of Messrs. Nelson, Kathman and Ward (each an “Executive”). Each
Agreement provides that in the event that within six months of a “change in
control” (as defined therein) either Executive’s employment with us is
terminated without cause (as defined therein) or Executive terminates his
employment with us due to a significant diminution in his job responsibilities
or title or his required relocation outside of the Tampa, Florida market,
(subject to his execution of a general release of claims and compliance with
the
confidential information, non-competition and non-solicitation covenants
contained in the Agreement), he will be entitled to severance equal to nine
months’ base salary, provided, however that Mr. Nelson shall be entitled to one
year’s base salary, and Executive’s unvested stock options will vest
immediately. We will also be obligated to pay Executive’s and his eligible
dependents’ COBRA continuation coverage premiums for the nine month period
following the date of termination, provided, however, that the period shall
be
one year in the case of Mr. Nelson, or, if earlier, until Executive’s dependents
cease to be eligible for such coverage or until Executive commences employment
with another entity or person.
IN
ADDITION, THE ABOVE INSERTION PARAGRAPH SHOULD BE TAKEN INTO ACCOUNT WHEN
READING ALL OTHER REFERENCES OF THE ABOVE MENTIONED AGREEMENTS WITH MESSRS.
NELSON, KATHMAN AND WARD AND SHELLS SEAFOOD RESTAURANTS, INC. AND THE NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS.