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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) September 24, 2006
Pizza Inn, 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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47-0654575 |
(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 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement
On September 24, 2006, Pizza Inn, Inc. (the Company) and Ronald W. Parker, the Companys
former President and Chief Executive Officer, entered into a Compromise and Settlement Agreement
(the Settlement Agreement) relating to the arbitration filed by the Company against Mr. Parker on
January 12, 2005 and the arbitration claims filed by Mr. Parker against the Company on January 31,
2005 (collectively, the Parker Arbitration). At issue in the Parker Arbitration was the
Companys termination of Mr. Parker for cause in December 2004 and Mr. Parkers claims against the
Company for alleged defamation, alleged wrongful termination, and recovery of amounts allegedly due
under his employment agreement. Mr. Parker had originally sought in excess of $10,700,000 from the
Company, including approximately (i) $7,000,000 for severance payments plus accrued interest, (ii)
$800,000 in legal expenses, and (iii) $2,900,000 in other alleged damages.
Pursuant to the Settlement Agreement, each of the Company and Mr. Parker (i) denied wrongdoing
and liability, (ii) agreed to mutual releases of liability, and (iii) agreed to dismiss all pending
claims with prejudice. The Company also agreed to pay Mr. Parker $2,800,000 through a structured
payment schedule to resolve all claims asserted by Mr. Parker in the Parker Arbitration. The
total amount is to be paid within six months, beginning with an initial payment of $100,000 on
September 25, 2006 (the Initial Payment Date). Additional amounts are to be paid as follows:
$200,000 payable 45 days after the Initial Payment Date; $150,000 payable 75 days after the Initial
Payment Date; and payments of $100,000 on each of the 105th, 135th, and
165th day after the Initial Payment Date. The final amount of approximately $2,050,000
is to be paid within 180 days of the Initial Payment Date. The Company expects to be able to fund
the payments under the Settlement Agreement by utilizing available equity in its corporate office
and distribution facilities in The Colony, Texas to refinance existing mortgage debt on that
property and/or engage in a sale lease-back transaction for that property. There can be no
assurance that the Company will be able to realize sufficient value from its real estate assets or
otherwise be able to fund the payments under the Settlement Agreement. If the Company is not able
to fund the payments under the Settlement Agreement or obtain financing, or enter into a sale
lease-back transaction on terms reasonably satisfactory to the Company, then the liquidity,
financial condition, business, and results of operations of the Company may be materially adversely
affected.
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: September 26, 2006 |
By: |
/s/ Timothy P. Taft
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Timothy P. Taft, |
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President and Chief Executive Officer |
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