8-K: Current report filing
Published on December 19, 2007
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) December 13,
2007
Pizza
Inn, Inc.
(Exact
name of registrant as specified in its charter)
Missouri 0-12919 47-0654575
(State
or
other jurisdiction of incorporation) (Commission File Number) (IRS Employer
Identification No.)
3551
Plano Parkway, The Colony,
Texas 75056
(Address
of principal executive
offices) (Zip
Code)
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01
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Notice
of Delisting for Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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In
a
letter dated December 17, 2007, Nasdaq notified Pizza Inn, Inc. (the “Company”)
that, by virtue of the election of W.C. Hammett, Jr. to the Company’s board of
directors at the Company’s annual shareholders’ meeting on December 13, 2007 and
Mr. Hammett’s subsequent appointment to the board’s audit committee, the Company
has regained compliance with NASDAQ Marketplace Rule 4350(d)(2) and Marketplace
Rule 4200(a)(15) and accordingly Nasdaq’s listing standards. A copy
of the letter is furnished as Exhibit 99.1 to this Form 8-K.
As
previously disclosed, in a letter dated March 19, 2007, Nasdaq notified the
Company that the it would have until the earlier of its next annual shareholders
meeting or December 13, 2007 to add an additional member to its audit
committee in order to regain compliance with the audit committee composition
requirements set forth in Nasdaq Marketplace Rule 4350(d). The
March 19 letter superceded an earlier Nasdaq staff deficiency letter dated
January 8, 2007 in which Nasdaq notified the Company that, due to a vacancy
on its audit committee following its 2006 annual meeting, the Company was not
in
compliance with Marketplace Rule 4350(d) and that the Company would have until
April 16, 2007 to regain compliance.
The
Company’s Proxy Statement for its 2007 shareholders’ meeting had listed Jim
Zielke as a member of the board’s audit committee. Mr. Zielke was,
however, simply an observer and not a member of the committee. The
Company clarified this in a discussion with Nasdaq on or about November 29,
2007
and in subsequent correspondence.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers
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On
December 13, 2007, the Company’s
board of directors appointed Charles R. Morrison, 39, to serve as President
and
Chief Executive Officer. Mr. Morrison was previously appointed Chief
Financial Officer of the Company in January 2007 and Interim President and
Chief
Executive Officer in August 2007. Prior to joining the Company, Mr.
Morrison was with Metromedia Restaurant Group from 2004 through 2006, serving
as
President for Steak and Ale and The Tavern Restaurants and also previously
serving as Chief Financial Officer for Steak and Ale and Ponderosa Restaurants,
which were each divisions of Metromedia. Prior to that, he was Vice
President of Finance for Kinko’s, Inc.
In
connection with Mr. Morrison’s promotion, Mr. Morrison’s employment arrangement
with the Company, as set forth in his Employment Letter dated January 31, 2007,
was modified to increase his annual salary to $275,000 and his bonus opportunity
for the third and fourth quarters of fiscal year 2008 to 50% of his salary.
In
addition, Mr. Morrison will also be granted 50,000 non qualified stock options
under the Company’s employee incentive stock option plan on terms generally
consistent with prior grants. All other terms of Mr. Morrison’s
Employment Letter will remain the same.
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Item
8.01
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Other
Events
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On
December 14, 2007, the Company
issued a press release announcing the appointment of Mr. Morrison as President
and Chief Executive Officer of the Company. A copy of the press
release is being furnished as Exhibit 99.2 to this Current Report on Form
8-K.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
No.
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Description
of Exhibit
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99.1
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NASDAQ
Letter, dated December 17, 2007 (furnished herewith)
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99.2
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Press
Release dated December 14, 2007 (furnished herewith)
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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.
Pizza
Inn,
Inc.
Date: December
19,
2007 By: \s\
Charles
R. Morrison
Charles
R.
Morrison
President
and CEO
(Principal Executive Officer)
INDEX
OF EXHIBITS
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Exhibit
No.
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Description
of Exhibit
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99.1
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NASDAQ
Letter, dated December 17, 2007 (furnished herewith)
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99.2
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Press
Release dated December 14, 2007 (furnished
herewith)
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