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 3, 2012
Pizza Inn Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Missouri
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0-12919
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45-3189287
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3551 Plano Parkway, The Colony, Texas
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75056
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(Address of principal executive offices)
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(Zip Code)
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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 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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Effective January 3, 2012, the Board of Directors appointed Jerome L. Trojan III, age 46, to serve as Chief Financial Officer of Pizza Inn Holdings, Inc. (the “Company”). Prior to joining the Company, Mr. Trojan had since 2010 served as Chief Financial Officer of CLST Holdings, Inc., a former cellular communications company winding up after the sale of substantially all of its assets. From 2005 to 2009, he served as Chief Financial Officer of Palm Beach Tan, Inc., an operator and franchisor of tanning salons. From 2004 to 2005, he served as Chief Financial Officer of Moll Industries, Inc., a custom plastics manufacturer, and from 1999 to 2004 he served as Chief Financial Officer of VLPS Lighting Services International, Inc. (formerly Vari-lite International, Inc.), a lighting rental and production company. Mr. Trojan has no family relationship with any director or other executive officer of the Company. There are no transactions in which Mr. Trojan has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Company has entered into an employment letter with Mr. Trojan (the "Employment Letter") confirming his at-will employment as Chief Financial Officer of the Company. The Employment Letter provides for a starting annual base salary of $190,000 and a discretionary annual bonus potential up to 31% of base salary. Mr. Trojan is also eligible to participate in the Company’s 2005 Employee Incentive Stock Option Plan (the “2005 Employee Plan”) and is entitled to all other benefits offered by the Company to its employees. Under the 2005 Employee Plan, Mr. Trojan was initially granted non-qualified options to purchase 25,000 shares of the Company’s common stock and was also conditionally granted non-qualified options to purchase additional shares of the Company’s common stock in an amount equal to four times the number of shares he purchases prior to October 4, 2012, up to a maximum of 50,000 shares. In each case, the stock options are exercisable at the closing price of the Company’s common stock on January 3, 2012. The 25,000 share stock option grant vests 10%, 20%, 30% and 40% on January 3, 2013, 2014, 2015 and 2016, respectively. The conditionally granted stock options vest 10%, 20%, 30% and 40% on October 4, 2012, 2013, 2014 and 2015, respectively.
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ITEM 8.01
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OTHER EVENTS
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The Company has issued a press release announcing Mr. Trojan’s appointment as its Chief Financial Officer, a copy of which is attached as an exhibit hereto.
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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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10.1
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Employment Letter dated November 29, 2011, between Pizza Inn Holdings, Inc. and Jerome L. (Jerry) Trojan III.
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99.1
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Pizza Inn Holdings, Inc. press release January 4, 2012
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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.
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Pizza Inn, Inc.
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Date: January 4, 2012
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By:
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/s/ Charles R. Morrison
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Charles R. Morrison, President
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and Chief Executive Officer
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EXHIBIT 10.1
Media Contact:
Monica Feid
BizCom Associates
(972) 490-8053
monicafeid@bizcompr.com
FOR IMMEDIATE RELEASE
PIZZA INN HOLDINGS, INC. NAMES JERRY TROJAN AS CHIEF FINANCIAL OFFICER
THE COLONY, Texas (Jan. 4, 2012) – Pizza Inn Holdings, Inc. (Nasdaq: PZZI) has named Jerome L. Trojan, III as Chief Financial Officer. Trojan joins the company at a time of considerable growth, bringing strong financial experience in leadership roles for private and publicly-traded companies in the small cap space and in franchising.
“Jerry is a great addition to our executive team as we embark on an exciting year,” said Charlie Morrison, CEO and President for Pizza Inn Holdings. “Our brands continue to make progress that positions us for further opportunity, reflected in our financial performance and in the addition of stores for Pizza Inn and Pie Five Pizza Co.”
Trojan previously served as Chief Financial Officer for CLST Holdings, a publicly-traded company based in Dallas. Prior to that, he was the Vice President of Finance and CFO for Palm Beach Tan, which operates and franchises more than 250 locations across the U.S. He has also held CFO positions with Moll Industries, Inc. and VLPS Lighting Services International, Inc., both located in Dallas.
“This is an amazing time to be part of Pizza Inn Holdings,” Trojan said of his new role. “I am honored to join this company and this team that have brought the best of a historic brand and an exciting new fast-casual concept together for an impressive future.”
Trojan holds a bachelor’s degree in accounting from the University of Texas at Austin and master’s degree in business administration from Southern Methodist University. He is a Certified Public Accountant in the State of Texas.
About Pizza Inn Holdings, Inc.:
Headquartered in the Dallas suburb of The Colony, TX, Pizza Inn Holdings, Inc., is an owner, franchisor and supplier of a system of restaurants operating domestically and internationally under the trademarks “Pizza Inn” and “Pie Five Pizza Co.” Pizza Inn is an international pizza chain featuring traditional and specialty pizzas, as well as freshly made pastas, sandwiches, and desserts. Pie Five Pizza Co. is a new fast-casual concept offering individual pizzas made to order and cooked in less than five minutes. Founded in 1958, publicly traded Pizza Inn Holdings, Inc. (Nasdaq:PZZI) franchises approximately 300 restaurants and directly owns and operates eight restaurants. For more information, please visit www.pizzainn.com.
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