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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) August 15, 2007
Pizza Inn, Inc.
(Exact name of registrant as specified in its charter)
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Missouri
(State or other jurisdiction of incorporation)
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0-12919
(Commission File Number)
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47-0654575
(IRS Employer Identification No.) |
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3551 Plano Parkway, The Colony, Texas
(Address of principal executive offices)
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75056
(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 1.02 Termination of a Material Definitive Agreement.
On August 15, 2007, as a result of the resignation of Mr. Taft as further described below
under Item 5.02, the employment agreement between Pizza Inn, Inc. (the Company) and Mr. Taft
terminated.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On August 15, 2007, Tim Taft submitted to the Companys Board of Directors, his written notice of
resignation as a director and President and Chief Executive Officer of the Company, effective
immediately. In connection with Mr. Tafts separation from the Company, the Company has agreed to
pay Mr. Taft severance of $300,000 (representing one year of salary), payable in twelve equal
monthly installments.
Effective August 15, 2007, the Company appointed Charlie Morrison, age 39, as Interim Chief
Executive Officer of the Company. Mr. Morrison currently serves as Chief Financial Officer of the
Company. Prior to joining the Company, Mr. Morrison, served as President of Steak and Ale and The
Tavern, a restaurant company that is a division of Metromedia Restaurant Group, located in Plano,
Texas from 2005 to November 2006. Mr. Morrison served from 2004 to 2005 as Chief Financial Officer
for both Steak and Ale and Ponderosa (Ponderosa is also a restaurant company that is a division of
Metromedia Restaurant Group). From 1997 to 2004, Mr. Morrison served in multiple roles as Vice
President of Finance, Vice President of Product Management and Director of Strategic Planning for
Kinkos, Inc.
Effective August 15, 2007, the Companys Board of Directors appointed Clinton Coleman, age 30, to
fill the board vacancy resulting from Mr. Tafts departure. Mr. Coleman is a Vice President of
Newcastle Capital Management, L.P., the general partner of Newcastle Partners, L.P. (Newcastle).
Mr. Coleman is also currently the Interim Chief Executive Officer and a director of Bell Industries
Inc., a computer systems integrator. Between July 2006 and January 2007, Mr. Coleman also served
as Interim Chief Financial Officer of Pizza Inn, Inc. Mr. Colemans service on the Companys Board
of Directors will be on the same terms and arrangements applicable to all other non-employee
members of the Board, including compensation arrangements. Newcastle has purchased and currently
holds the Companys securities and collectively Newcastle and its affiliates, including Mr.
Coleman, beneficially own more than 5% of the Companys outstanding common stock.
Item 8.01. Other Events.
On August 15, 2007, the Company issued a press release announcing the appointments of Mr. Morrison
as the Interim Chief Executive Officer of the Company and the resignation of Mr. Taft as a director
and President and Chief Executive Officer. The copy of the press release is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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No. |
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Description of Exhibit |
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99.1
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Press Release issued on August 15, 2007 |
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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: August 16, 2007 |
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/s/ Charles R. Morrison
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Charles R. Morrison, |
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Interim Chief Executive Officer |
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exv99w1
For Immediate Release
CEO RESIGNS TO TAKE ON OTHER CHALLENGES;
CHARLIE MORRISON NAMED INTERIM CEO
THE COLONY, TEXAS August 15, 2007 PIZZA INN, INC. (NASDAQ:PZZI) announced today that
President and Chief Executive Officer Tim Taft has notified the Company that he has decided to
resign as an officer and director effective immediately to pursue other interests. Mr. Taft
stated, I am proud of the progress that Pizza Inn has made in the past two and a half years toward
our goal of increasing sales, profitability and the revitalization of the franchise system. Pizza
Inn is a stronger brand with a bright future. The Companys board of directors thanked Mr. Taft
for his contributions to the Company, stating Tim has spent the past two and a half years
tirelessly working to position Pizza Inn as a vibrant, growing concept and we appreciate his
dedication and leadership.
The Companys board has appointed Charlie Morrison, who is currently Chief Financial Officer, as
Interim Chief Executive Officer. Prior to joining Pizza Inn, Mr. Morrison served as President for
Steak and Ale and The Tavern Restaurants, leading the chains to comparable store and sales
increases for two consecutive years while improving operating profits during the same period. Mr.
Morrison also served as Chief Financial Officer for Steak and Ale and Ponderosa Restaurants in
2004. Prior to that, he served as Vice President of Finance for Kinkos, Director of Strategic
Planning for Boston Market and Director of Strategic Planning for Pizza Hut.
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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 360
restaurants and owns three restaurants with annual domestic and international chain-wide sales of
approximately $150 million.
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Pizza Inn, Inc.
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For more information contact: |
3551 Plano Parkway
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Danny Meisenheimer |
The Colony, TX 75056
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(469) 384-5000 |
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