DEF 14A: Definitive proxy statements

20

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934


FILED BY REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-B(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO 240.14A-11(C) OR 240.14A-12




PIZZA INN, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] NO FEE REQUIRED.

[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES: 2)
AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT TO
EXCHANGE ACT RULE 0-11 (SET FOR THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED
AND STATE HOW IT WAS DETERMINED):
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
5) TOTAL FEE PAID:

[ ] FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS. [ ] CHECK
BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE 0-11(A)(2)
AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID PREVIOUSLY.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID: 2) FORM, SCHEDULE OR REGISTRATION STATEMENT
NO:
3) FILING PARTY: 4) DATE FILED:


PIZZA INN, INC.
3551 PLANO PARKWAY
THE COLONY, TEXAS 75056
(469) 384-5000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 19, 2001

To our Shareholders:

The Annual Meeting of Shareholders of Pizza Inn, Inc. (the "Company") will
be held at the Company's corporate offices, 3551 Plano Parkway, The Colony,
Texas 75056, on Wednesday, December 19, 2001, at 10:00 a.m., Dallas time, for
the following purposes:

1. To elect three Class II directors; and

2. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Only shareholders of record at the close of business on October 21, 2001 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof.

Sincerely,



Jeff Rogers
Chief Executive Officer

November 9, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY, AND MAIL IT IN THE STAMPED ENVELOPE ENCLOSED
FOR YOUR CONVENIENCE. THE ENCLOSED PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.



YOUR VOTE IS IMPORTANT.

PIZZA INN, INC.
3551 PLANO PARKWAY
THE COLONY, TEXAS 75056
(469) 384-5000

PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 19, 2001

The Board of Directors of Pizza Inn, Inc., a Missouri corporation (the
"Company"), is soliciting proxies to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Company's corporate
offices, 3551 Plano Parkway, The Colony, Texas 75056, on Wednesday, December 19,
2001, 10:00 a.m., Dallas time, and at any adjournments thereof. This Proxy
Statement and the enclosed form of proxy were first mailed to the Company's
shareholders on or about November 9, 2001.

If the proxy is signed and returned before the Annual Meeting, it will be
voted in accordance with the directions on the proxy. A proxy may be revoked at
any time before it is voted by execution of a subsequent proxy, by signed
written notice to Pizza Inn, Inc., c/o American Stock Transfer, 59 Maiden Lane,
New York, NY 10007, or by voting in person at the Annual Meeting.

OUTSTANDING CAPITAL STOCK

The record date for shareholders entitled to notice of, and to vote at, the
Annual Meeting is October 21, 2001. At the close of business on that date,
there were outstanding 10,061,238 shares of Common Stock, $.01 par value
("Common Stock"). No other class of securities of the Company is entitled to
notice of, or to vote at, the Annual Meeting.

ACTION TO BE TAKEN AT THE MEETING

The accompanying proxy, unless the shareholder otherwise specifies in the
proxy, will be voted:

1. FOR the election of the three Class II director nominees named herein,
to serve for a term of two years each or until their respective successors are
elected and qualified; and

2. In the discretion of the proxy holders, as to the transaction of such
other business as may properly come before the meeting or any adjournments
thereof.

The Board of Directors is not presently aware of any other business to be
brought before the Annual Meeting.









QUORUM AND VOTING

The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. In deciding all questions, a holder of Common Stock (a
"Shareholder") is entitled to one vote, in person or by proxy, for each share
held in his name on the record date. Solely with respect to the election of
directors, a Shareholder has that number of votes equal to the number of shares
held by him on the record date multiplied by the number of directors being
elected and he is entitled to cumulate his votes and cast them all for any
single nominee or to spread his votes, so cumulated, among as many nominees and
in such manner as he sees fit. Directors must be elected by a plurality of the
votes cast. To be elected as a director, a candidate must be one of the three
candidates who receive the most votes out of all votes cast at the Annual
Meeting.

A Shareholder who is present, in person or by proxy, and who withholds his
vote in the election of directors, will be counted for purposes of determining
whether a quorum exists, but the withholding of his vote will not affect the
election of directors. A Shareholder who is present, in person or by proxy, and
who abstains from voting on other proposals, will be counted for purposes of a
quorum, and the abstention will have the same effect as a vote against the
proposals. Broker non-votes will be considered shares present and counted for
purposes of determining whether a quorum exists if voting instructions are given
as to at least one of the matters to be voted on; however, the presence of such
shares will have no effect on the outcome of the vote. If a quorum is not
present, in person or by proxy, the meeting may adjourn from time to time until
a quorum is obtained.

The enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, FOR the election of the nominees
as directors. The proxy holders will not cumulate votes. If any other matters
properly come before the meeting, the enclosed proxy will be voted by the proxy
holders in accordance with their best judgment.


PROPOSAL ONE:

ELECTION OF DIRECTORS

The Company's Restated Articles of Incorporation and By-laws provide that
the Board of Directors shall be divided into two Classes. The terms of the
three Class II directors expire at the Annual Meeting. The Board has nominated
for election at the Annual Meeting all three incumbent Class II directors, each
to serve for a term of two years. Each nominee of the Board has expressed his
intention to serve the entire term for which election is sought. Directors will
be elected by cumulative voting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE THREE NOMINEE DIRECTORS.

The following table lists the names and ages, as of October 1, 2001, of the
three nominee directors and the four directors whose terms of office will
continue after the Annual Meeting, the class to which each director has been or
will be elected, the year in which each director was first elected, and the
annual meeting (assuming that it is held in December) at which the term of each
director will expire.


Director Term
Nominee Directors Age Class Since Expires
------------------ --- ----- ----- -------
C. Jeffrey Rogers 54 II 1990 2001
F. Jay Taylor 78 II 1994 2001
Steve A. Ungerman 57 II 1990 2001



Continuing Directors
---------------------
Bobby L. Clairday 58 I 1990 2002
Ronald W. Parker 51 I 1993 2002
Ramon D. Phillips 68 I 1990 2002
Butler E. Powell 62 I 1998 2002

EXECUTIVE OFFICERS

The following table sets forth certain information, as of October 1, 2001,
regarding the Company's executive officers:
Executive
Officer
Name Age Position Since
---- --- -------- -----
C. Jeffrey Rogers 54 Vice Chairman and Chief Executive Officer 1990
Ronald W. Parker 51 President and Chief Operating Officer 1992

B. Keith Clark 38 Senior Vice President, General Counsel
and Secretary 1997
Ward T. Olgreen 42 Senior Vice President of Concept
Development 1995
Shawn M. Preator 32 Vice President of Finance, Treasurer
and Assistant Secretary 1999
William R. Miniat 44 Vice President of Customer Sales
and Service-Norco Division 2000
Brian L. Waters 50 Vice President of Purchasing - Norco
Division 2000
Michael L. Iglesias 40 Vice President of Franchise Development 2001

Susan A. Milliman 36 Vice President of Recruiting and Employee
Services 2001


BIOGRAPHIES OF NOMINEE DIRECTORS AND CONTINUING DIRECTORS

Steve A. Ungerman is a practicing attorney in Dallas, Texas. From January
1, 1998 through December 31, 2000 he was Of Counsel to the law firm of Boswell &
Kober, P.C. From August 1997 to December 1997, he was employed by MedSynergies,
Inc., a physician practice management company, in the capacity of Special
Projects. From September 1996 to August 1997, he was President of MedSynergies,
Inc. From September 1996 to December 1997, he was Of Counsel to the law firm of
Ungerman, Sweet & Brousseau. Prior to September 1996, he practiced law as a
shareholder of Ungerman & Ungerman, P.C. and its predecessors for 28 years in
the areas of business matters, commercial finance and mediation. Mr. Ungerman
received his Juris Doctor degree from Southern Methodist University. He was
elected a Director and Chairman of the Board of Directors of Pizza Inn in
September 1990.

Bobby L. Clairday is an Area Developer of Pizza Inn restaurants and he is
President, a Director and sole shareholder of Clairday Food Services, Inc., a
Pizza Inn franchisee operating Pizza Inn restaurants in Arkansas. Mr. Clairday
is also sole shareholder of Advance Food Services, Inc., a franchisee operating
Pizza Inn restaurants in Arkansas. From 1990 until his election as a Director
of the Company in January 1993, Mr. Clairday was an ex-officio member of the
Board of Directors, serving as a representative of our franchisees. He has
served as the President of the Pizza Inn Franchisee Association and as a member
of various committees
and associations affiliated with the Pizza Inn restaurant system. Mr. Clairday
has been a franchisee of the Company for over twenty years.

Ronald W. Parker was elected President of the Company in July 2000. Mr.
Parker joined the Company in October 1992 and was elected Executive Vice
President, Chief Operating Officer and a Director in January 1993. From October
1989 to September 1992, he was Executive Vice President and General Manager of
the Bonanza restaurant division of Metromedia Steakhouses, Inc. and its
predecessor Metsa, Inc. From 1983 to 1989, Mr. Parker served in several
executive positions for USACafes, the franchisor of the Bonanza restaurant
chain.

Ramon D. Phillips is the former Chairman of the Board, President and Chief
Executive Officer of Hallmark Financial Services, Inc., a financial services
company. He served as President and Chief Executive Officer of Hallmark from
1989 through 2000, and as Chairman from 1989 through August 2001. He continues
to serve as a Board member. Prior to Hallmark, Mr. Phillips had over fifteen
years experience in the franchise restaurant industry, serving in an executive
position with Kentucky Fried Chicken (1969-1974) and Pizza Inn, Inc.
(1974-1989).

Butler E. Powell is Vice President of Business Banking with Hibernia
National Bank in Metairie, Louisiana. He has served in various capacities with
the bank and its predecessors since 1983. He graduated from Loyola University
in New Orleans with BBA and MBA degrees and spent 3 1/2 years with the national
accounting firm, Ernst and Ernst, before entering the banking industry. Mr.
Powell was former President and a Director of the New Orleans Athletic Club and
served on the Foundation Board of East Jefferson Hospital. He was elected a
Director of Pizza Inn in January 1998.

C. Jeffrey Rogers is Chief Executive Officer of the Company. He was
appointed President of the Company's predecessor in February 1990 and he became
President, Chief Executive Officer and a Director of the Company in September
1990 pursuant to the terms of the Company's recapitalization plan. From 1983 to
1989, Mr. Rogers was President, Chief Executive Officer and a Director of
USACafes General Partner, Inc., the general partner of the limited partnership
that owned the Bonanza family restaurant system and franchised approximately 650
Bonanza restaurants, and its predecessor USACafes. Mr. Rogers was elected Vice
Chairman of the Board of Directors of the Company in January 1994.

F. Jay Taylor is an arbitrator in Ruston, Louisiana who is affiliated with
the American Arbitration Association and the Federal Mediation and Conciliation
Service. He formerly served as a Director of USACafes, Earth Resources and Mid
South Railroad. He was elected a director of First Guaranty Bank in 2001. Dr.
Taylor, who received his Ph.D. from Tulane University, served as President of
Louisiana Tech University from 1962 to 1987 and currently serves as its
President Emeritus. Mr. Taylor was elected a Director of the Company in 1994.

BIOGRAPHIES OF NON-DIRECTOR OFFICERS

B. Keith Clark was elected Senior Vice President in June 2000. He joined
the Company in February 1997 and was elected General Counsel and Secretary of
the Company in March 1997. From June 1994 through February 1997, he was
Assistant General Counsel and Assistant Secretary of American Eagle Group, Inc.,
a property and casualty insurance holding company. From January 1990 through May
1994, Mr. Clark was a corporate associate in the Dallas office of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., a diversified international law firm.

Michael L. Iglesias was elected Vice President of Franchise Development in May
2001. From May 1996 through May 2001, he was Director of Franchise Development
for the Company. Prior to joining the Company, Mr. Iglesias was an Area Sales
Representative for TCBY Systems, Inc.

Ward T. Olgreen was elected Senior Vice President of Concept Development in July
2000. He was appointed Vice President of Concept Development in February 1999.
He joined the Company in September 1991 and served in a variety of operational
positions until his appointment in January 1995 as Vice President of
International Operations and Brand R& D. Mr. Olgreen was a Branch Manager for
GCS Service, Inc., a restaurant equipment service provider, from June 1986
through July 1991.

William R. Miniat was appointed Vice President of Customer Sales and
Service - Norco Division in February 2000. He joined the Company in January
1995 and in September 1996 he was appointed Director of Sales for Norco. Prior
to joining the Company, he was a National Sales Manager for Western Merchandise
from 1992 to 1995.

Shawn M. Preator was elected Vice President in June 2000. He was elected
Controller, Treasurer and Assistant Secretary in April 1999. Mr. Preator had
been Assistant Controller for the Company since July 1998. Prior to joining the
Company, Mr. Preator was a Senior Financial Analyst at LSG/Sky Chefs, an
international airline caterer, from September 1996 to July 1998. Prior to
September 1996, Mr. Preator worked for the accounting firm Ernst & Young LLP in
its audit department.

Brian L. Waters was appointed Vice President of Purchasing - Norco Division in
September 2000. He joined the Company in August 1996 as Director of Purchasing.
Prior to joining the Company, Mr. Waters was Senior Purchasing Manager for Fast
Food Merchandisers from 1993 to 1996.

Susan A. Milliman was appointed Vice President of Recruiting and Employee
Services in July 2001. Ms. Milliman had been Director of Human Resources for the
Company since 1996. Prior to joining the Company, Ms. Milliman was a Human
Resources Generalist for Claim Services Resource Group.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information, as of October 1, 2001,
with respect to the beneficial ownership of Common Stock by: (a) each person
known to be a beneficial owner of more than five percent of the outstanding
Common Stock; (b) each director, nominee director, and executive officer named
in the section entitled "Summary Compensation Table"; and (c) all directors and
executive officers as a group (14 persons). Except as otherwise indicated, each
of the persons named in the table below is believed by the Company to possess
sole voting and investment power with respect to the shares of Common Stock
beneficially owned by such person. Information as to the beneficial ownership
of Common Stock by directors and executive officers of the Company has been
furnished by the respective directors and executive officers.


Name Shares Percent
and Address of Beneficially Of Class
5% Beneficial Owner Owned
------------------- --------- -------

C. Jeffrey Rogers (a)
3551 Plano Parkway
The Colony, Texas 75056 3,981,790 36.50%

Ronald W. Parker (a)
3551 Plano Parkway
The Colony, TX 75056 1,449,049 13.45%

Butler E. Powell 16,000 less than 1%
Bobby L. Clairday (a) (b) 68,300 less than 1%
Ramon D. Phillips (a) (c) 60,543 less than 1%
Steven A. Ungerman (a) (d) 45,849 less than 1%
F. Jay Taylor 20,000 less than 1%
B. Keith Clark (a)(e) 93,479 less than 1%
Ward T. Olgreen (a) 129,468 1.28%
Shawn M. Preator (a) 16,822 less than 1%

All Directors and 5,997,550 55.55%
Executive Officers as a Group

(a) Includes vested options and options vesting within 60 days of October 1,
2001 under the Company's stock option plans, as follows: 822,500 shares for Mr.
Rogers; 686,000 shares for Mr. Parker; 20,000 shares for Mr. Clairday; 22,650
shares for Mr. Phillips; 8,500 shares for Mr. Powell; 10,000 shares for Mr.
Taylor; 15,283 shares for Mr. Ungerman; 76,500 shares for Mr. Clark; 61,500
shares for Mr. Olgreen; and 14,500 shares for Mr. Preator.

(b) Mr. Clairday shares voting and investment power for 18,200 shares with
his wife.

(c) Mr. Phillips shares voting and investment power for 5,333 shares with
the other shareholders of Wholesale Software International, Inc.

(d) Mr. Ungerman shares voting and investment power for 12,283 shares with
his wife.

(e) Includes 4,000 shares held by K&A Clark Family Partnership, L.P.


COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board has established Audit, Compensation, Executive, Finance and Stock
Award Plan Committees. The Company does not have a Nominating Committee. The
Audit Committee selects independent auditors and reviews audit results. The
Compensation Committee reviews and approves remuneration for officers of the
Company. The Finance Committee reviews and oversees the Company's capital
structure and operating results. The Executive Committee considers business as
directed by the Chairman of the Board. The Stock Award Plan Committee
administers the 1993 Stock Award Plan and the 1993 Outside Directors Stock Award
Plan.

As of October 1, 2001, Messrs. Phillips, Powell, Taylor and Ungerman serve
on the Audit Committee; Messrs. Powell, Taylor and Ungerman serve on the
Compensation Committee; Messrs. Powell, Ungerman and Clairday serve on the Stock
Award Plan Committee; Messrs. Phillips, Rogers and Ungerman serve on the
Executive Committee; and Messrs. Parker, Phillips, Powell and Taylor serve on
the Finance Committee.

During fiscal year 2001, the Board of Directors held four meetings. The Audit
Committee met three times, the Compensation Committee met once, the Executive
Committee met nine times and the Finance Committee met four times. In addition,
the Board of Directors and the Compensation and Stock Award Plan Committees took
several actions by unanimous written consent in lieu of meetings. Each of the
directors attended at least three-fourths of the total number of meetings held
by the Board and the committees on which he served.


AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for providing independent
objective oversight of the Company's accounting functions and internal controls.
The Audit Committee is composed of four independent directors and acts under a
written charter adopted and approved by the Board of Directors on May 23, 2000.
Each of the members of the Audit Committee is independent as defined by the
National Association of Securities Dealters' listing standards. A copy of the
Audit Committee Charter has been previously filed.



The responsibilities of the Audit Committee include reviewing the financial
reports and other financial information provided by the Company to any
governmental body or the public; the Company systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee encourages continuous improvement of, and adherence to, the Company's
policies, procedures and practices at all levels. The Audit Committee's primary
duties and responsibilities are to:

- serve as an independent and objective party to monitor the Company
financial reporting process and internal control system,

- review and appraise the audit efforts of the Company's independent
accountants, and

- provide an open avenue of communication among the independent accountants,
financial and senior management, and the Board of Directors.

The Committee reviewed and discussed the Company's audited financial
statements with management. The Committee also discussed with the independent
accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees). The Company's
independent accountants also provided to the Committee the written disclosures
and the letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence.

The Audit Committee is responsible for recommending to the Board that the
Company's financial statements be included in the Company's annual report.
Based on the discussions with the independent accountants concerning the audit,
the financial statement review, and other such matters deemed relevant and
appropriate by the Audit Committee, the Audit Committee recommended to the Board
that the June 24, 2001 financial statements be included in the Company's 2001
Annual Report on Form 10-K.


SUBMITTED BY THE AUDIT COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS

Dr. F. Jay Taylor, Chairman
Ramon D. Phillips
Steve Ungerman
Butler Powell


SUMMARY COMPENSATION TABLE

The following table sets forth the annual compensation of the Chief
Executive Officer and the other four most highly compensated executive officers
of the Company for the fiscal years ended June 24, 2001, June 25, 2000 and June
27, 1999 (designated as years 2001, 2000 and 1999).