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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) March 19, 2007
Pizza Inn, Inc.
(Exact name of registrant as specified in its charter)
| Missouri (State or other jurisdiction of incorporation) |
0-12919 (Commission File Number) |
47-0654575 (IRS Employer Identification No.) |
| 3551 Plano Parkway, The Colony, Texas (Address of principal executive offices) |
75056 (Zip Code) |
Registrant’s telephone number, including area code (469) 384-5000
Not Applicable
(Former name or former address, if changed since last report)
(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 Notice of Delisting for Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| NASDAQ Letter | ||||||||
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| Item 3.01 | Notice of Delisting for Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In a letter dated March 19, 2007, Nasdaq notified Pizza Inn (the “Company”) that the Company
will 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 for the in Nasdaq Marketplace Rule 4350(d). The March 19 letter
supercedes a 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | |||||||
| No. | Description of Exhibit | ||||||
| 99.1 | Nasdaq Letter dated March 19, 2007 (furnished herewith and incorporated herein by reference) |
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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. |
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| Date: March 22, 2007 | By: | /s/ Timothy P. Taft | ||
| Timothy P. Taft, | ||||
| President and Chief Executive Officer | ||||
Exhibit 99.1
By Electronic Delivery to: ttaft@pihq.com; steve@newcastle-group.com
March 19, 2007
Mr. Timothy P. Taft
Chief Executive Officer
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, TX 75056
Chief Executive Officer
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, TX 75056
Re:
|
Pizza Inn, Inc. (the “Company”) | |
| Nasdaq Symbol: PZZI |
Dear Mr. Taft:
This letter shall supersede our letter dated January 8, 2007. On December 19, 2006, the Company
notified Staff that due to the fact that John D. Harkey, Jr., a former member of the audit
committee, did not stand for reelection as a director at the Company’s annual meeting of
shareholders on December 13, 2006, the Company no longer complies with Nasdaq’s audit committee
requirements as set forth in Marketplace Rule 4350.
However, consistent with Marketplace Rule 4350(d)(4), Nasdaq will provide the Company a cure period
until the earlier of the Company’s next annual shareholders’ meeting or December 13, 2007 in order
to regain compliance.
The Company must submit to Nasdaq documentation, including biographies of any new directors,
evidencing compliance with the rules no later than this date. In the event the Company does not
regain compliance by this date, Nasdaq rules require Staff to provide written notification to the
Company that its securities will be delisted. At that time, the Company may appeal the delisting
determination to a Listing Qualifications Panel.
Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four
business days from the receipt of this letter, make a public announcement through the news media
which discloses receipt of this letter and the Nasdaq rules upon which it is based.1 The
Company must provide a copy of this announcement to Nasdaq’s MarketWatch Department, the Listing
Qualifications Department, and the Listing Qualifications Hearings Department (the
| 1 | Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. |
|
| The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s) . |
Mr. Timothy P. Taft
March 19, 2007
Page 2
March 19, 2007
Page 2
“Hearings Department”) at least 10 minutes prior to its public dissemination.2 For your
convenience, we have enclosed a list of news services.3
In the event the Company does not make the required public announcement, trading in its securities
will be halted.
Please be advised that Marketplace Rule 4803(a) does not relieve the Company of its disclosure
obligation under the federal securities laws. In that regard, Item 3.01 of Form 8-K requires
disclosure of the receipt of this notification within four business days.4 Accordingly,
the Company should consult with counsel regarding its disclosure and other obligations mandated by
law.
In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting
the Company’s non-compliance. The indicator will be displayed with quotation information related
to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of
market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for
such non-compliance is posted on our website at www.nasdaq.com. The Company will be
included in this list commencing five business days from the date of this letter.
If you have any questions, please contact Wayne Bush, Lead Analyst, at (301) 978-8034.
Sincerely,
Stanley Higgins
Associate Director
Nasdaq Listing Qualifications
Associate Director
Nasdaq Listing Qualifications
| 2 | This notice should be provided to the attention of Nasdaq’s MarketWatch Department (telephone: 301/978-8500; facsimile: 301/978-8510), and to Nasdaq’s Listing Qualifications Department (facsimile: 301/978-4028) and the Hearings Department (telephone: 301/978-8071; facsimile: 301/978-8080), 9600 Blackwell Road, Rockville, Maryland 20850. | |
| 3 | The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. | |
| 4 | See, SEC Release No. 34-49424. |
DIRECTORY OF NEWS SERVICES
News Media Outlets
Bloomberg Business News
|
MarketWire | PrimeNewswire | ||||||
Newsroom
|
5757 West Century Boulevard. | (A NASDAQ Company) | ||||||
400 College Road East
|
2nd Floor | 5200 West Century Boulevard | ||||||
P.O. Box 888
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Los Angeles, CA 90045 | Suite 470 | ||||||
Princeton, NJ 08540-0888
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Telephone: 800.774.9473 | Los Angeles, CA 90045 | ||||||
Telephone: 609.750.4500
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Fax: 310.846.3701 | Telephone: 800.307.6627 | ||||||
Toll free: 800.444.2090
|
Fax: 310.642.6933 | |||||||
Fax: 609.897.8394
|
Web: | |||||||
Email: release@Bloomberg.net
|
http://www.primenewswire.com | |||||||
Business Wire
|
PR Newswire | Reuters | ||||||
44 Montgomery Street
|
810 7th Avenue | 3 Times Square | ||||||
39th Floor
|
35th Floor | New York, NY 10036 | ||||||
San Francisco, CA 94104
|
New York, NY 10036 | Telephone: 646.223.6000 | ||||||
Telephone: 415.986.4422
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Telephone: 800.832.5522 | Fax: 646.223.6001 | ||||||
Fax: 415.788.5335
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Fax: 800.793.9313 | |||||||
Dow Jones News Wire |
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Harborside Financial Center |
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600 Plaza Two |
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Jersey City, NJ 07311-3992 |
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Telephone: 201.938.5400 |
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Fax: 201.938.5600 |
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