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): January 9, 2017

RAVE Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code (469) 384-5000

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):

☐ 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))

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 9, 2017, Rave Restaurant Group, Inc. (the "Company") announced the appointment of Scott Crane to become its President and Chief Executive Officer, effective immediately.  Clinton J. Coleman, who has served as Interim President and Chief Executive Officer, will cease to serve in those capacities but continue in his role as a director of the Company.

From 2007 through 2016, Mr. Crane served as the Managing Partner and Operating Director of Consumer Capital Partners, an investment firm specializing in leveraged buyouts, recapitalizations and growth capital investments, primarily in the restaurant, food, retail and leisure industries.  From 2012 through 2016, he variously served as President (2012-2016), Chief Executive Officer (2013-2016) and Chief Development Officer (2012-2014) of Smashburger, a fast casual "better burger" restaurant chain. From 2010 to 2011, Mr. Crane served as President of Corporate Restaurants at Quiznos, a chain of submarine sandwich restaurants.  He was previously the President of Smashburger from 2007 through 2010.  Mr. Crane has no family relationship with any director or other executive officer of the Company. There are no transactions in which Mr. Crane has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The Company has entered into an employment letter agreement with Mr. Crane (the "Agreement") confirming his employment as Chief Executive Officer of the Company. The Agreement is for an initial term of three years with automatic one-year renewals thereafter unless terminated or non-renewed as provided.  The Agreement specifies a starting annual base salary of $400,000, a bonus of $200,000 for the fiscal year ending June 25, 2017, and subsequent discretionary annual bonuses commencing in fiscal 2018 targeted at 100% of base salary.  The Agreement also provides for reimbursement of temporary housing expenses up to $2,500 per month for up to 120 days, roundtrip airfare for Mr. Crane and his spouse for up to four trips between Denver and Dallas, and other relocation expenses of up to $50,000.  Mr. Crane will also be eligible to participate in the Company's 2015 Long Term Incentive Plan (the "2015 LTIP") and entitled to all other benefits offered by the Company to its employees.  Under the 2015 LTIP, Mr. Crane will initially be granted 300,000 restricted stock units representing the right to receive shares of common stock upon satisfaction of vesting requirements and performance conditions.  The restricted stock units will vest, if at all, on October 15, 2019, and entitle him to receive shares of common stock in amounts ranging from 50% to 150% of the number of restricted stock units granted based on the level of performance achieved.  If the Company terminates the Agreement without Cause (as defined therein) or Mr. Crane terminates the Agreement for Good Reason (as defined therein), he will be entitled to continue to receive his base salary and health care benefits for a severance period equal to the lesser of (a) 12 months, or (b) six months plus three months for each full year of service.  In the event such termination by the Company without Cause or termination by Mr. Crane for Good Reason occurs within three months prior to or 12 months following a Change in Control (as defined therein), Mr. Crain will additionally be entitled to a pro rata portion of his annual bonus.  The Agreement also contains a covenant not to compete which precludes Mr. Crane from engaging in any pizza restaurant business for a period of 12 months after the termination of his employment, as well as 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 Mr. Crane's appointment as its President and Chief Executive 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 January 6, 2017, between Rave Restaurant Group, Inc. and Scott Crane.

99.1	Rave Restaurant Group, Inc. press release dated January 9, 2017.

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: January 9, 2017	By:	/s/ TIMOTHY E. MULLANY
		Timothy E. Mullany,
		Chief Financial Officer

   

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January 9, 2017

RAVE Restaurant Group, Inc. Names Scott Crane CEO

Dallas, Texas – RAVE Restaurant Group, Inc. (NASDAQ:RAVE) today announced that the Board of Directors has named Scott Crane as Chief Executive Officer, effective today. Crane succeeds Interim CEO Clinton J. Coleman, who will remain in his role as a member of the Board, where he has served since 2007.

"Scott is dynamic leader with a proven track record of growth with success," said Mark Schwarz, Chairman of RAVE Restaurant Group, Inc.  "An entrepreneur at an early age, Scott's restaurant industry focus has led to a succession of managerial roles of progressively greater responsibility and achievement throughout his career, including most recently growing the Smashburger concept from scratch to a thriving, profitable business that led to its highly successful transaction with Jollibee Foods Corporation last year at an enterprise valuation of $335 million.  Scott is an exceptional leader who will contribute greatly to the culture, growth and success at Rave.  I am confident his expertise and keen understanding of the fast casual category will be a true asset to the continuing development of our Company."

Crane most recently served as President and Chief Executive Officer of the high-growth fast casual dining company Smashburger, where he led its development from a two-unit start up concept in 2007 to a global company with more than 330 corporate and franchise locations operating in 35 states and seven countries with annual sales in excess of $350 million at the time of his departure in 2016.  Previously, Mr. Crane was at Fugate Enterprises, Inc., one of the largest Pizza Hut franchisees in the country, where he was responsible for the operation of 210 Pizza Hut units, in addition to Taco Bell, Wing Street, Sonic and Blockbuster Video locations.

"Under Scott's leadership, Smashburger has been broadly credited as being the leading fast casual brand in 'better burger' segment, receiving numerous business and consumer accolades including Forbes No. 1 Most Promising Company, Inc. 500 list of fastest growing private companies, Technomic's #1 Social Media Brand and numerous "top" franchisor awards," said Clinton Coleman, Board Member and Interim CEO at RAVE Restaurant Group, Inc.  "To support the Company's continued growth under Scott's leadership, RAVE recently announced a $3 million capital raise by way of a registered rights offering, which is projected to be completed in February 2017."

"I am excited to be joining RAVE at this particular time and look forward to leading it into the next phase of success and delivering results for its guests, employees, franchisees and all stakeholders," said Crane.  "I look forward to working with the Rave team as we unlock the enormous potential of the Pie Five concept and continue to introduce consumers to the new and growing category of fast casual pizza.  I also have tremendous respect for and am excited to lead Pizza Inn, a brand rich with tradition that has served more than three generations of American families."

 

 

 

About RAVE Restaurant Group, Inc.

Founded in 1958, Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] owns, operates and franchises more than 300 Pie Five Pizza Co. and Pizza Inn restaurants domestically and internationally. Pie Five Pizza Co. is a leader in the rapidly growing fast-casual pizza space offering made-to-order pizzas ready in under five minutes. Pizza Inn is an international chain featuring freshly made pizzas, along with salads, pastas, and desserts. The Company's common stock is listed on the Nasdaq Capital Market under the symbol "RAVE". For more information, please visit www.raverg.com.

Contact:

Jami Zimmerman

RAVE Restaurant Group, Inc.

469-384-5132