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))
|
Item
3.01
|
Notice
of Delisting for Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
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March 19 letter superceded an earlier Nasdaq staff deficiency letter dated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.
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers
|
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.
|
Item
8.01
|
Other
Events
|
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.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
|
(d)
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Exhibits.
|
|
Exhibit
No.
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Description
of Exhibit
|
|
99.1
|
NASDAQ
Letter, dated December 17, 2007 (furnished herewith)
|
|
99.2
|
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
|
Exhibit
No.
|
Description
of Exhibit
|
|
99.1
|
NASDAQ
Letter, dated December 17, 2007 (furnished herewith)
|
|
99.2
|
Press
Release dated December 14, 2007 (furnished
herewith)
|
By
Electronic Delivery to: cmorrison@pihq.com;
sbowman@pihq.com
December
17, 2007
Mr.
Charles R. Morrison
President
& Chief Executive Officer
Pizza
Inn, Inc.
3551
Plano Parkway
The
Colony, TX 75056
Re:
Pizza
Inn, Inc. (the “Company”)
Nasdaq
Symbol: PZZI
Dear
Mr.
Morrison:
On
January 8 and March 19, 2007, Staff notified the Company that it did not
comply
with the audit committee requirement for continued listing on The Nasdaq
Capital
Market set forth in Marketplace Rule 4350(d)(2) (the “Rule”). Based on the
information regarding the appointment of W.C. Hammett, Jr. to the Company’s
audit committee, as detailed in your submission dated December 14, 2007,
Staff
has determined that the Company complies with the Rule, and this matter is
now
closed.
If
you
have any questions, please contact Wayne Bush, Lead Analyst, at (301)
978-8034.
Sincerely,
Stanley
Higgins
Director
Nasdaq
Listing Qualifications
FOR
IMMEDIATE RELEASE
Contact:
Danny Meisenheimer
VP
of Brand Management
Pizza
Inn, Inc.
469-384-5000
dmeisenheimer@pihq.com
PIZZA
INN NAMES MORRISON AS PRESIDENT AND CEO
The
Colony, Texas – December 14, 2007-- PIZZA INN INC. (NASDAQ:PZZI)
announced the appointment of Charlie Morrison as its new President
and
Chief Executive Officer. Morrison has been serving as the company’s Interim
President and CEO and Chief Financial Officer since August 15,
2007.
Prior
to
joining Pizza Inn as its Chief Financial Officer in January 2007, Mr. Morrison
served as President for Steak and Ale and The Tavern Restaurants. Prior to
that,
he served as Vice President of Finance for Kinko’s, Inc.
Mark
Schwarz, Chairman of the Board of Pizza Inn, stated, “Over the last several
months, Charlie has clearly demonstrated his ability to lead the Pizza Inn
brand. By continuing to work closely with the Board of Directors, our franchise
partners and the company’s management team, I am confident that he will provide
the organization with the strategic leadership needed to maximize Pizza Inn’s
long-term potential.”
Mr.
Morrison commented, “I am extremely excited about the opportunities that exist
at Pizza Inn. The Company is in a strong and stable financial position and
poised for growth. In recent quarters we have established a great deal of
momentum, specifically in the areas of comparable store sales increases,
earnings improvements, the openings of three new domestic buffets within the
last two weeks and the signing of a multi-unit agreement in our international
division last month.”
Certain
statements in this press release, other than historical information, may be
considered forward-looking statements, within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, and are
subject to various risks, uncertainties and assumptions. Should one or more
of
these risks or uncertainties materialize, or should underlying assumptions
prove
incorrect, actual results may differ materially from those anticipated,
estimated or expected. Among the key factors that may have a direct bearing
on
Pizza Inn’s operating results, performance or financial condition are its
ability to implement its growth strategies; success of its franchise operations;
national, regional and local economic conditions affecting the restaurant
industry; competition within the restaurant industry; restaurant sales
cannibalization; negative publicity; fluctuations in quarterly results of
operations, including seasonality; government regulations; weather; and
commodity, insurance and labor costs
Pizza
Inn, Inc. (www.pizzainn.com) is headquartered in The Colony, Texas, along
with its distribution division, Norco Restaurant Services Company. Pizza Inn
franchises approximately 350 restaurants and owns one restaurant with annual
domestic and international chain-wide sales of approximately $145
million.