UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No.15)1
PIZZA INN,
INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $0.01 PER
SHARE
(Title of
Class of Securities)
725848
10 5
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
10, 2008
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE PARTNERS,
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,452,890
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,452,890
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,452,890
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE CAPITAL
MANAGEMENT, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,452,890
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,452,890
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,452,890
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE CAPITAL GROUP,
L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,452,890
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,452,890
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,452,890
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
MARK E.
SCHWARZ
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO, PF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,535,333
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,535,333
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,535,333
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
Clinton J.
Coleman
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO, PF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
20,000
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
20,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 725848 10 5
The
following statement constitutes Amendment No. 15 to the Schedule 13D filed by
the undersigned (the "Statement"). Except as specifically amended by this
Amendment No. 15, the Statement remains in full force and effect.
|
Item
3.
|
Source and Amount of
Funds
|
Item 3 is
hereby amended in its entirety to read as follows:
As of the
filing date of this Statement, NP had invested $10,729,661 (inclusive of
brokerage commissions) in shares of Common Stock. The source of the
foregoing funds was the working capital of NP. Neither NCG nor NCM
directly owns any shares of Common Stock.
As of the
filing date of this Statement, Mr. Schwarz had invested $123,282 (inclusive of
brokerage commissions) in shares of Common Stock. The source of the
foregoing funds was the personal funds of Mr. Schwarz. Mr. Schwarz also directly
owns currently exercisable options to acquire 30,000 shares of Common Stock,
which options were granted to him as consideration for his service as a director
of the Company.
As of the
filing date of this Statement, Mr. Coleman had invested $48,268 (inclusive of
brokerage commissions) in shares of Common Stock. The source of the
foregoing funds was the personal funds of Mr. Coleman.
|
Item
4.
|
Purpose of
Transaction
|
Item 4 is
hereby amended in its entirety to read as follows:
The
Reporting Persons purchased the shares of Common Stock based on the belief that
the Common Stock, when purchased, was undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other
investment opportunities, the availability of shares of Common Stock at
desirable prices and other considerations, the Reporting Persons may endeavor to
increase their position in the Company through, among other things, the purchase
of shares of Common Stock in open market or private transactions, on such terms
and at such times as the Reporting Persons deem advisable. The
Reporting Persons may also determine to distribute shares of Common Stock of the
Issuer to individuals or entities holding, directly or indirectly, partnership
interests in NP.
Depending
on various factors, the Reporting Persons may take such actions as they deem
appropriate including, without limitation, engaging in discussions with
management and the Board of Directors of the Company, including with respect to
the existing operations and future plans of the Company, communicating with
other shareholders, seeking additional board representation, making proposals to
the Company concerning the capitalization and operations of the Company,
purchasing additional shares of Common Stock, selling some or all of their
shares of Common Stock, engaging in short selling of or hedging or similar
transactions with respect to their shares of Common Stock or changing
their intention with respect to any and all matters referred to in this Item
4.
Except as
set forth herein or such as would occur upon completion of any of the actions
discussed above, no Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D.
7
CUSIP
NO. 725848 10 5
|
Item
5.
|
Interest in Securities
of the Issuer
|
Items
5(a)-(b) are hereby amended in their entirety to read as
follows:
(a). The
aggregate percentage of shares of Common Stock reported to be owned by the
Reporting Persons is based upon 8,837,842 shares of Common Stock outstanding as
of September 2, 2008 as reported in the Company’s Form 10-K as filed with the
Securities and Exchange Commission on September 25, 2008.
As of the
filing date of this Statement, NP beneficially owned 4,452,890 shares of Common
Stock, representing approximately 50.4% of the issued and outstanding Common
Stock.
NCM, as
the general partner of NP, may be deemed to beneficially own the 4,452,890
shares of Common Stock beneficially owned by NP, representing approximately
50.4% of the issued and outstanding Common Stock.
NCG, as
the general partner of NCM, which in turn is the general partner of NP, may also
be deemed to beneficially own the 4,452,890 shares of Common Stock beneficially
owned by NP, representing approximately 50.4% of the issued and outstanding
Common Stock.
Mark E.
Schwarz, as the managing member of NCG, the general partner of NCM, which in
turn is the general partner of NP, may also be deemed to beneficially own the
4,452,890 shares of Common Stock beneficially owned by NP, representing
approximately 50.4% of the issued and outstanding Common Stock. In
addition, Mr. Schwarz directly owns 52,443 shares of Common Stock and 30,000
shares of Common Stock underlying currently exercisable stock options, which,
together with the Common Stock owned by NP, represents approximately 51.1% of
the issued and outstanding Common Stock.
Mr.
Coleman directly owns 20,000 shares of Common Stock, representing less than 1%
of the issued and outstanding Common Stock.
The
filing of this Statement and any future amendment by the Reporting Persons, and
the inclusion of information herein and therein, shall not be considered an
admission that any of such persons, for the purpose of Section 13(d) of the Act,
or otherwise, are the beneficial owners of any shares of Common Stock in which
such persons do not have a pecuniary interest.
(b). By
virtue of his position with NP, NCM and NCG, Mr. Schwarz has the sole power to
vote and to dispose of the shares of Common Stock owned by NP reported in this
Statement. Mr. Schwarz has the sole power to vote and to dispose of
the shares of Common Stock he holds directly reported in this Statement. Mr.
Coleman has the sole power to vote and dispose of the shares of Common Stock he
holds directly reported in this Statement.
Item 5(c)
is hereby amended to add the following:
(c). The
transactions in the Common Stock that were effected during the past sixty days
by the Reporting Persons were (1) the distribution on November 10, 2008 by NP of
a total of 307,660 shares of Common Stock to withdrawing partners of NP as of
September 30, 2008 at a price of $2.45 per share (the closing price of the
Common Stock as of September 30, 2008), and (2) the purchase transactions set
forth on Schedule A (which were effected in the open market).
8
CUSIP
NO. 725848 10 5
SIGNATURES
After due
inquiry and to the best of his knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
|
Dated: November
10, 2008
|
NEWCASTLE
PARTNERS, L.P.
|
||
|
By:
Newcastle Capital Management, L.P.,
its
general partner
|
|||
|
By:
Newcastle Capital Group, L.L.C.,
its general partner
|
|||
|
By:
|
/s/
Mark E. Schwarz
|
||
|
Mark
E. Schwarz, Managing Member
|
|||
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
|||
|
By:
Newcastle Capital Group, L.L.C.,
its
general
partner
|
|||
|
By:
|
/s/
Mark E. Schwarz
|
||
|
Mark
E. Schwarz, Managing Member
|
|||
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
|||
|
By:
|
/s/
Mark E. Schwarz
|
||
|
Mark
E. Schwarz, Managing Member
|
|||
|
/s/
Mark E. Schwarz
|
|||
|
MARK
E. SCHWARZ
|
|||
|
/s/
Clinton J. Coleman
|
|||
|
CLINTON
J. COLEMAN
|
|||
9
CUSIP
NO. 725848 10 5
SCHEDULE
A
Transactions
in the Common Stock During the Past 60 Days by Mark Schwarz
Mark
Schwarz
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per
Share
($)
|
|
9/29/08
|
Buy
|
4,193
|
2.37
|
|
9/30/08
|
Buy
|
1,000
|
2.37
|
|
10/1/08
|
Buy
|
2,500
|
2.45
|
|
10/6/08
|
Buy
|
9,750
|
2.45
|
10