UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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):
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 25, 2024, Rave Restaurant Group, Inc. (the “Company”) engaged Mr. Jay Rooney as the Company’s Chief Financial Officer to serve as its “principal financial officer” and “principal accounting officer,” as those terms are defined under the rules and regulations promulgated by the Securities and Exchange Commission.
Mr. Rooney (age 52) comes to the Company after serving as the Chief Financial Officer for Dickey’s Capital Group since 2018. While there, Mr. Rooney oversaw the staff, functions, and strategies related to Dickey’s finance, accounting, legal, and corporate real estate matters. In this role, he developed expertise in the areas of franchise operations, manufacturing, information technology, as well as experience dealing with multi-unit restaurant operations. Prior to that position, Mr. Rooney held financial leadership positions at Brinker International, where he was employed for nearly 20 years. Mr. Rooney holds a Master of Business Administration (Finance), from Texas Christian University, as well as a Bachelor of Arts (Economics) from Allegheny College. There are no related party transactions between Mr. Rooney and the Company as defined in Item 404(a) of Regulation SK and no family relationships between Mr. Rooney and any other director, executive officer or person nominated or chosen to be a director or executive officer of the Company.
The Company has entered into an employment letter agreement with Mr. Rooney (the “Agreement”) confirming his employment as Chief Financial Officer of the Company. The Agreement provides for at-will employment at a starting annual base salary of $225,000. The Agreement also provides for a discretionary annual cash bonus targeted at 30% of base salary. Mr. Rooney will also be entitled to other typical benefits generally available to senior executives of the Company, including, participation in the Company’s 2015 Long Term Incentive Plan. The Agreement also contains non-disclosure, non-solicitation, and other common employment covenants. The foregoing description of the Agreement is qualified in its entirety by reference to the employment letter agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by this reference.
| ITEM 8.01 | Other Events |
The Company has issued a press release announcing the appointment of Mr. Rooney as its Chief Financial Officer, a copy of which is attached as an exhibit hereto.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Letter agreement dated March 25, 2024, between Rave Restaurant Group, Inc. and Jay Rooney. |
| 99.1 | Rave Restaurant Group, Inc. press release dated March 26, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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.
| Rave Restaurant Group, Inc. | ||
| Date: March 26, 2024 | By: | /s/ Brandon L. Solano |
|
Brandon L. Solano Chief Executive Officer (principal executive officer) | ||
| 3 |
Exhibit 10.1
 |
 |
| RAVE Restaurant Group | |
March 6, 2024
Jay Rooney
702 Rosewood Dr.
Murphy, TX 75094
Dear Jay:
Rave Restaurant Group, Inc. ("Rave Restaurant Group") is pleased to make you the following offer of employment for the salaried, exempt position of Chief Financial Officer. This offer letter shall be the employment agreement (the "Agreement") governing the terms of your employment with the Rave Restaurant Group and its subsidiaries (collectively, the "Company") and shall become effective on the Starting Date indicated below and will continue indefinitely until terminated as described in the "Termination of Employment" and "Voluntary Resignation of Employment" paragraphs below.
| Position: | Chief Financial Officer |
| Duties: | Such duties as the Board of Directors or Chairman of Rave Restaurant Group shall from time to time assign to you. At the Board's request, you shall serve Rave Restaurant Group and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that you serve in any one or more of such additional capacities, your compensation shall not be increased beyond that specified below. |
| Annual Salary: | $225,000 annual base salary, paid according to the Company's standard pay practices, subject to applicable withholdings and employee benefit contributions. The Company currently issues payroll checks bi-monthly. |
| Starting Date: | March 25, 2024 |
| Location: | Your primary work location shall be the Company's headquarters, which are currently in the Dallas-Fort Worth area. Your job will also require frequent travel to other Company and Franchisee locations and other meeting sites. |
Exclusivity:
During your employment with the Company, you agree (i) to devote substantially all of your business time, energy, skill and best efforts to the performance of your duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company, and
(ii) that you shall have no agreements with, or material obligations to, any other individual, partnership, corporation, or legal entity, specifically including any confidentiality, non-disclosure, non-solicitation, or non-competition agreements or obligations, that may or would conflict with your obligations under this Agreement.
Annual Incentive Compensation:
In addition to your Base Annual Salary, you shall be eligible to earn bonus compensation up to 50% of your Base Annual Salary divided between an annual short-term bonus opportunity (30% target) paid in cash and an annual long-term bonus opportunity (20%) paid in Restricted Stock Units ("RSU"), granted pursuant to the company's Long Term Incentive Plan (the "LTIP").
| 1 |
| |
|
| RAVE Restaurant Group | |
The Company's executive short-term cash bonus plan is based on the Company's financial performance and strategic goals relative to targets set by the Board of Directors. The amount of bonus earned each year is subject to the approval of the Board of Directors, which may use its discretion to interpret the Company's achievement of the bonus targets and take into consideration unusual, one-time, or forward-looking factors that affected the Company's historical results or may affect the Company's future prospects. The annual bonus targets generally shall be set such that you may earn bonus of up to 30% of your base annual salary upon achievement of certain financial and strategic objectives, as determined by the Compensation Committee of the Company. Bonuses are typically not paid until the Company's financial audit is complete, and executives must remain employed by the Company until the bonus payment date to receive a bonus.
Long Term Incentive Compensation:
As additional consideration for the duties and responsibilities to be performed, your annual long term bonus opportunity will include participation in the Company's Long Term Incentive Plan, which currently consists of Restricted Stock Unit awards with 3-year performance and time vesting criteria, as determined by the Company's Compensation Committee each year. You shall receive a first-year Restricted Stock Unit award with a grant date value equivalent to 20% of your base annual salary. The terms and conditions associated with the RSUs are detailed in a separate Restricted Stock Unit Award Agreement. You shall be eligible for additional LTIP awards following each full fiscal year that you are employed by the Company, subject to approval of the Compensation Committee.
Termination of Employment:
It is understood and agreed that should you accept this offer of employment you will be an employee-at-will and thus the Company may terminate your employment at any time for Cause or without Cause.
Voluntary Resignation of Employment:
You may voluntarily and without Good Reason resign your employment with the Company by notifying the Company, in writing, of your resignation decision. Your resignation notice will become effective twenty-one (21) days following the receipt of the notice by the Company, provided however that the Company reserves the right, in its sole discretion, to accelerate your resignation date. If the Company accelerates your resignation date, the date to which the resignation is accelerated shall be the effective date of your resignation. On the effective date of your resignation, you shall be entitled to all accrued salary and benefits, but shall not be entitled to any other benefits, except as required by law.
Employee Benefits:
During the Initial Term and any Extended Term while you are employed by the Company, you will be entitled to receive the same benefits as the Company makes generally available from time to time to the Company's senior executives, as those benefits may be modified, reduced or eliminated from time to time. Vacation, medical and dental insurance, 401(k), and other rights and benefit plans will be available to you as set forth in the Company's standard benefit package and Employee Handbook. Such rights, programs and benefit plans may be revised from time to time at the Company's sole discretion. Your eligibility for medical and dental benefits is effective on the first day of the month following 30 days of continuous employment. The Company agrees to allow you four weeks of paid time off plus four "Extra Days" as described in the Company's Employee Handbook. With the exception of any contrary provision in this letter, or in any other document or agreement between you and the Company, the terms of your employment are at all times subject to the provisions of the Company's Employee Handbook, as said Handbook may be changed from time to time by the Company in its sole discretion.
| 2 |
| |
|
| RAVE Restaurant Group | |
Non-Disclosure of Confidential Information:
You acknowledge that in your employment with the Company, you will occupy a position of trust and confidence. You agree that during your employment with the Company and at any time thereafter, except as may be required to perform your job duties for the benefit of the Company or as required by applicable law, you shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company. "Confidential Information" shall mean any non-public or proprietary information regarding the Company, its business, restaurant concepts, franchisees, and customers, in whatever form, tangible or intangible, that is not disclosed publicly by the Company, including (without limitation) any proprietary knowledge, trade secrets, recipes, designs, products, inventions, business practices, programs, processes, techniques, know-how, management programs, methodology, financial information, pricing and fee information, agreements and arrangements with affiliates, employee files, personnel records, internal corporate records, corporate and business contacts and relationships, corporate and business opportunities, telephone logs and messages, client, consultant and customer lists and any and all other materials and information pertaining to the Company or its business to which you have been exposed or have access to as a consequence of your employment with the Company. You acknowledge that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. You agree to deliver or return to the Company, at the Company's request at any time or upon termination of your employment all Confidential Information (and all copies thereof) furnished by the Company or prepared by you during your employment with the Company.
Nothing in this Agreement prohibits you from reporting an event that you reasonably and in good faith believe is a violation of law to the relevant law enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), or from cooperating in an investigation conducted by such a government agency. You are hereby provided notice that under the federal Defend Trade Secrets Act (DTSA): (1) no individualwill be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (A) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, provided the individual files under seal any document containing the trade secret, and does not disclose the trade secret, except as permitted by court order.
Ownership of Rights:
You acknowledge and confirm that the Company shall own, in perpetuity, throughout the universe, all right, title and interest in and to the results and proceeds of your services to the Company and all material produced and/or furnished by you, of any kind and nature whatsoever, it being understood and agreed that the Company hereby acquires the maximum rights permitted to be obtained by the Company in all proprietary rights and information. Any such materials and/or ideas submitted to the Company hereunder automatically shall become the property of Company, and you hereby transfer and agree to transfer and assign to Company all of said rights and materials (including, without limitation, all copyrights and similar protections, renewals and extensions of copyright, and any and all causes of action that may have accrued in your favor for infringement of copyright), it being understood that you, for purposes of your employment with the Company, are acting entirely as Company's executive for hire. You agree that you will, at Company's request, execute and deliver to Company or procure the execution and delivery to Company of such documents or other instruments which Company may from time to time deem reasonably necessary or desirable to evidence, maintain and protect its rights hereunder and to carry out the intent and purposes of this Agreement and to convey to Company all rights in and to the material supplied to Company by you in this Agreement.
| 3 |
| |
|
| RAVE Restaurant Group | |
Non-Competition:
As consideration for the employment terms and LTIP award provided by the Company, you agree that at any time during your employment and for a period of twelve (12) months after the end of your employment with the Company, regardless of the payment of any severance or other consideration to you following the cessation of your employment with the Company, you shall not, within the United States or any foreign country where the Company has franchisees or other operations, either alone or jointly, with or on behalf of others, directly or indirectly, whether as principal, partner, agent, shareholder, director, employee, consultant or otherwise, provide consultative services or otherwise provide services to, own, manage, operate, join, develop, control, participate in, or be connected with, any business, individual, partner, firm, corporation, or other entity that is engaged in a Competing Concept that is not owned by the Company; provided, however, that the "beneficial ownership" by Executive, either individually or as a member of a "group," as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than five percent (5%) of the voting stock of any publicly traded corporation shall not alone constitute a violation of this Agreement. A "Competing Concept" means any restaurant business or restaurant concept that derives more than 30% of its gross sales from the sale of pizza or pizza like (Le. flatbreads, etc.) food offerings.
Non-Solicitation:
As consideration for the employment terms and LTIP award provided by the Company, you agree that you shall not, either alone or jointly, with or on behalf of others, directly or indirectly, whether as principal, partner, agent, shareholder, director, employee, consultant or otherwise, at any time during your employment and for a period of eighteen (18) months after the end of your employment with the Company, regardless of the payment of any severance or other consideration to you following the cessation of your employment with the Company, (a) directly or indirectly hire or solicit the employment or engagement of, or otherwise aid in the inducement or enticement away from the employment or engagement of the Company or any affiliated entity, either for your own benefit or for any other person or entity, any employee or consultant who was employed or engaged by the Company or any such affiliated entity during the term of your employment, whether or not such employee or consultant would commit any breach of his/her contract of employment or consulting arrangement by reason of his/her leaving the service of the Company or any affiliated entity; or (b) directly or indirectly solicit, induce or entice any client, franchisee, supplier, customer, contractor, licensor, agent, partner or other business relationship of the Company (including any such types of parties of which the Company is or was actively pursuing a business relationship that had not yet been consummated as of your termination date) to terminate, discontinue, renegotiate or otherwise cease or modify its or their relationship with the Company or any affiliated entity.
Acknowledgement:
You expressly acknowledge and agree that the restrictions contained in this Agreement (exclusivity, non-disclosure, non-competition and non-solicitation) are reasonably tailored to protect the Company's Confidential Information and its business and are reasonable in all circumstances in scope, duration and all other respects. It is expressly agreed by the parties that if for any reason whatsoever, any one or more of the restrictions in this Agreement shall (either taken by itself or themselves together) be adjudged to go beyond what is reasonable in all circumstances for the protection of the legitimate interests of the Company, the parties agree that the prohibitions shall be in effect and upheld to the fullest extent permissible under applicable laws.
| 4 |
| |
|
| RAVE Restaurant Group | |
Acceptance:
This offer is effective immediately and may be accepted by your signing and dating a copy of this document and returning it to me on or before close of business on March 22, 2024. If accepted and executed, this offer shall be deemed to be a binding definitive agreement in full force and effect. If not so accepted by that time, this offer will be deemed withdrawn and will be no further in force or effect. Any representations that may have been made to you concerning the terms or conditions of employment, whether orally or in writing, are cancelled and superseded by this letter. Any modifications to the terms of your employment must be confirmed to you in writing to be valid and enforceable and your election to continue in the Company's employ after such confirmation will be deemed to be your agreement to such modifications. You will also be asked to bring to your first day of work personal identification documents in order to complete your employment eligibility paperwork as required by Federal law. Furthermore, in the Company's discretion, the effectiveness of this offer may be conditioned on your consent to and the Company's receipt of a background check of you to be performed by an agent of the Company, the results of which are reasonably satisfactory to the Company.
Governing Law:
Your principal work location will be in Texas with travel as required to perform the duties of your job. This Agreement will be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and performed in such State without giving effect to the choice of law principles of such State that would require or permit the application of the laws of another jurisdiction.
Successors:
This Agreement is personal to you and shall not be assignable by you. This Agreement shall inure to the benefit of and be binding upon the Company and its affiliated companies, successors and assigns.
Severability:
If a provision of this Agreement shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Agreement and this Agreement shall be construed and enforced as if the illegal or invalid provision had never comprised a part of this Agreement.
Construction:
No term or provision of this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any present or future statue, law, ordinance, or regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the affected provision of this agreement shall be curtailed and limited only to the extent necessary to bring the provision within the requirements of the law.
We appreciate your interest in this opportunity at the Company and we look forward to a mutually rewarding relationship.
Agreed and Accepted:
Employer: Rave Restaurant Group, Inc.
By: /s/ Brandon Solano
Brandon Solano, CEO
Employee: /s/ Jay Rooney
Date: 3/25/24
| 5 |
Exhibit 99.1
PRESS RELEASE
Contact: Jay Brasher, Champion
972.930.9933; jbrasher@championmgt.com
RAVE Restaurant Group Appoints CFO and Bolsters
Executive Team to Accelerate Growth
Renowned multi-brand portfolio group adds new leaders
to continue company’s strong performance
DALLAS (March 26, 2024) – RAVE Restaurant Group [NASDAQ: RAVE] today announced a strategic reshaping of its executive team.
These appointments represent a significant upgrade to the leadership team, signaling investors and franchisees alike that the company
is focused on the continued expansion and development of its Pizza Inn and Pie Five Pizza brands. These new executives include:
| ● | Jay Rooney, Chief Financial Officer | |
| ● | Zack Viljoen, Vice President of Operations for RAVE and General Manager of Pie Five | |
| ● | Denise Wilson, Associate Vice President of Supply Chain | |
| ● | Carlos Cojulun, Marketing Director of Pizza Inn | |
| ● | Roger Mangum, Director of Operations and Training | |
| ● | Liam Finn, Director of Franchise Development |
Leading this transformation is the appointment of Jay Rooney as Chief Financial Officer. With a proven track record of steering organizations toward financial excellence, Rooney brings invaluable expertise to RAVE, elevating the company's financial strategies and governance to new levels. Rooney joins from Dickey’s Barbecue Pit, where he’s been CFO since 2018. Before that, he held financial leadership positions at Brinker International for nearly 20 years.
“I’m truly honored and excited to take on this new role with such an established company,” said Rooney. “Along with my new colleagues, I’m looking forward to helping create further growth and expansion for years to come.”
These new appointments come at a time when RAVE is experiencing strong growth. At the start of the year, the company recorded its 15th consecutive quarter of profitability, with same-store sales growth at both Pizza Inn and Pie Five. In 2023, the calendar year results outshone competitors including Pizza Hut, Papa John’s, Domino’s and Chipotle. Additionally, after 24 years of decline, Pizza Inn has had consecutive years of net buffet unit growth.
Both new and existing team members are joining Rooney in the executive lineup, including Zack Viljoen, who was named Vice President of Operations for RAVE and General Manager of the Pie Five brand. Viljoen takes on full responsibility for marketing and operations, training operations and compliance, as well as driving scale reimagining for Pizza Inn buffets. Previously, Viljoen was Senior Director of Marketing and Strategy, overseeing all growth initiatives and leading strategy developments.
| 1 |
Denise Wilson, who joined RAVE in January as Associate Vice President of Supply Chain, is an accomplished strategic supply chain and distribution leader with a diverse skill set – sharpened over her career with restaurant brands and organizations including Wingstop Restaurants, Inc., Nothing Bundt Cakes and LSG Sky Chefs. This appointment marks a significant full-circle moment, as Wilson served as Sr. Director of Supply Chain and Customer Relations for RAVE from 2002-2013, acting as a key contributor to the development of the Pie Five concept.
“These new members of our team are all highly skilled and experienced pros who will be essential to building a strong future,” said Brandon Solano, CEO of RAVE Restaurant Group. “We’re focused on doing everything we can to honor our company’s long history, while satisfying our customers, franchisees and investors for years to come.”
To further shape the trajectory of RAVE, Carlos Cojulun serves as Marketing Director of Pizza Inn, overseeing national and regional in-store, digital, social and out-of-home brand marketing and promotions for “America’s Hometown Pizza Buffet.” Cojulun is known for pioneering innovative strategies, with more than three decades of leadership experience at Fortune 500 companies including Procter & Gamble, Del Monte Foods and Amgen. Additionally, Roger Mangum joins as Director of Operations and Training with lead responsibility for operations in Texas and Oklahoma. Mangum will likewise oversee training across both Pie Five and Pizza Inn.
Liam Finn recently joined RAVE as Director of Franchise Development, bringing a wealth of experience in franchise development and investment banking to the team. As a Franchise Development Manager at Driven Brands over the last three years, he spearheaded strategic initiatives to drive franchise growth and expansion across North America. Prior to this role, Finn served as an Investment Banking Analyst at Tobin & Company, providing expert financial analysis and advisory services to his clients.
“The collective expertise and vision of these executives promises to usher in a new era of prosperity and innovation for RAVE, reinforcing its position as a market leader and paving the way for sustained success,” continued Solano. “These team members were each handpicked to play pivotal roles in shaping the trajectory of our company. I believe we are poised like never before to drive improved financial performance, scale reimagining efforts and propel store count expansion – setting the stage for unprecedented growth.”
For more information, visit www.raverg.com, and follow on Instagram @pizzainn and @piefivepizza.
About RAVE Restaurant Group, Inc.
Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] has inspired restaurant innovation and countless customer smiles with its trailblazing pizza concepts. The Company owns, franchises, licenses and supplies Pie Five and Pizza Inn restaurants operating domestically and internationally. The Pizza Inn experience is unlike your typical buffet. Since 1958, Pizza Inn's house-shredded 100% whole milk mozzarella cheese, fresh ingredients and house-made signature sauce combined with friendly service solidified the brand to become America's favorite hometown pizza place. This, in addition to its small-town vibe, are the hallmarks of Pizza Inn restaurants. In 2011, RAVE introduced Pie Five Pizza, pioneering a fast-casual pizza brand that transformed the classic pizzeria into a concept offering personalization, sophisticated ingredients and speed. Pie Five's craft pizzas are baked fresh daily and feature house-made ingredients, creative recipes and craveable crust creations. In 2024, RAVE recorded its 15th consecutive quarter of profitability with same-store sales growth at both Pizza Inn and Pie Five. For more information, visit www.raverg.com, and follow on Instagram @pizzainn and @piefivepizza.
| 2 |
Note Regarding Forward Looking Statements
Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties, and assumptions. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, the effect of our recent management restructuring and the expectations for our newly hired officers, as well as general competitive and market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of RAVE Restaurant Group, Inc. Although the assumptions underlying these forward-looking statements are believed to be reasonable, any of the assumptions could be inaccurate, including, without limitation, the risk that our recent management restructuring efforts do not have a lasting impact on the Company’s operations and financial results. There can be no assurance that any forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not be regarded as a representation that those or any other objectives and plans of RAVE Restaurant Group, Inc. will achieve the desired results for the Company and its stockholders.
# # #
| 3 |