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 18, 2005
PIZZA INN, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-12919 47-0654575
(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) ( 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):
[ ] 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 3.01 NOTICE OF DELISTING FOR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On January 18, 2005, Pizza Inn, Inc. notified The NASDAQ Stock Market that,
due to one vacancy on the audit committee that resulted from the resignation of
Robert B. Page as a member of the audit committee, Pizza Inn failed to comply
with the audit committee composition requirements under Marketplace Rule
4350(d)(2)(A) and that Pizza Inn would be relying on the cure period provided
under Marketplace Rule 4350(d)(4). As previously disclosed, Mr. Page resigned
as a member of the audit committee in connection with and effective as of his
appointment as the Acting Chief Executive Officer of Pizza Inn. Pizza Inn has
determined to search for a qualified director to fill the vacancy on the audit
committee and to continue the search for a permanent Chief Executive Officer.
On January 18, 2005, Pizza Inn received notice from The NASDAQ Stock Market
that, consistent with Marketplace Rule 4350(d)(4), Pizza Inn will be provided a
cure period until the earlier of Pizza Inn's next annual shareholders meeting or
January 4, 2006 in order to regain compliance with the audit committee
requirements and that Pizza Inn would be included in a list of non-compliant
Nasdaq companies at www.nasdaq.com on or after January 25, 2005. The notice
from The NASDAQ Stock Market is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
99.1 Notice dated January 18, 2005 from The NASDAQ Stock Market to
- ---- Pizza Inn, Inc.
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: January 24, 2005 By: /s/ Rod J. McDonald
Name: Rod J. McDonald
Title: General Counsel and Secretary
Mr. Rod J. McDonald
January 18, 2005
Page 2
By Facsimile and Regular Mail
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January 18, 2005
Mr. Rod J. McDonald
Secretary and General Counsel
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, TX 75056
Re: Pizza Inn, Inc. (the "Company")
Nasdaq Symbol: PZZI
Dear Mr. McDonald:
On January 18, 2005, the Company notified Staff of Mr. Robert B. Page's
appointment as Acting Chief Executive Officer of the Company and his resignation
from the Company's audit committee on January 4, 2005. As such, the Company no
longer complies with Nasdaq's audit committee requirements as set forth in
Marketplace Rule 4350.
Consistent with Marketplace Rule 4350(d)(4), the Company will be provided a cure
period until the earlier of the Company's next annual shareholders' meeting or
January 4, 2006, in order to regain compliance. The Company must submit to
Nasdaq documentation, including biographies of any proposed directors,
evidencing compliance with the rules no later than this date. In the event the
Company does not regain compliance within this period, Staff will provide
written notification that its securities will be delisted. At that time, the
Company may appeal Staff's determination to a Listing Qualifications Panel.
Please note that Item 3.01 of Form 8-K may require disclosure of the receipt of
this notification letter within four business days. Accordingly, the Company
should consult with counsel regarding disclosure obligations surrounding this
letter under the federal securities laws.
In addition, Nasdaq posts a list of all non-compliant Nasdaq companies and the
reason(s) for such non-compliance on our website at www.nasdaq.com. The Company
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will be included in this list commencing on or after January 25, 2005.
If you have any questions, please contact me at (301) 978-8034.
Sincerely,
W. Wayne Bush, CFA
Lead Analyst
Nasdaq Listing Qualifications
See, SEC Release No. 34-49424.