|
|
UNITED STATES |
|
|
|
SECURITIES AND EXCHANGE |
|
|
|
Washington, D.C. 20549 |
|
|
|
SCHEDULE 13D |
|
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
PIZZA INN, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
725848 10 5
(CUSIP Number)
Timothy Taft
President & Chief Executive Officer
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, Texas 75056.
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 2006
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 725848 10 5 |
|||||
|
|
|||||
|
|
1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
|||
|
|
|||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
|
(a) |
o |
||
|
|
|
(b) |
ý |
||
|
|
|||||
|
|
3. |
SEC Use Only |
|||
|
|
|||||
|
|
4. |
Source of Funds (See
Instructions) |
|||
|
|
|||||
|
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|
|||||
|
|
6. |
Citizenship or Place of Organization |
|||
|
|
|||||
|
Number of |
7. |
Sole Voting Power |
|||
|
|
|||||
|
8. |
Shared Voting Power |
||||
|
|
|||||
|
9. |
Sole Dispositive Power |
||||
|
|
|||||
|
10. |
Shared Dispositive Power |
||||
|
|
|||||
|
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|
|||||
|
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|
|||||
|
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|
|||||
|
|
14. |
Type of Reporting Person
(See Instructions) |
|||
2
|
Item 1. |
Security and Issuer |
|
This Statement on Schedule 13D (this “Statement”) relates to common stock, $0.01 par value per share (the “Common Stock”), of PIZZA INN, INC., a Missouri corporation (“Issuer”). The principal executive offices of the Issuer are located at 3551 Plano Parkway, The Colony, Texas 75056. |
|
|
The aggregate number of shares beneficially owned by Ronald W. Parker as of this date is 625,840 or 6.2% of the common stock shown as outstanding on the Issuer’s most recent Proxy Statement dated November 11, 2005 filed pursuant to Section 14(A) of the Securities Exchange Act of 1934. |
|
|
Item 2. |
Identity and Background |
|
This Statement is filed by Ronald W. Parker. The principal address of Ronald W. Parker is 7108 Round Hill Road, McKinney, Texas 75070. Ronald W. Parker is currently unemployed. Ronald W. Parker is not a member of any group. |
|
|
During the past five (5) years, Ronald W. Parker: (i) has not been convicted in a criminal proceeding; or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|
|
Item 3. |
Source and Amount of Funds or Other Consideration |
|
The funds were derived from personal capital as well as from secured personal bank loans to Ronald W. Parker and from the Issuer in connection with Ronald W. Parker’s former employment as President and Chief Executive Officer of Issuer. Shares of the stock of the Issuer are owned by Ronald W. Parker through his 401k retirement plan with Issuer, in personal brokerage accounts held in the name of Ronald W. Parker, held by Ronald W. Parker personally, and held by a bank as collateral for a secured personal loan to Ronald W. Parker. Shares of the stock of the Issuer were also gifted to Ronald W. Parker by the former CEO of the Issuer. Ronald W. Parker has submitted to the Secretary of the Commission a letter requesting that the name of the bank that issued secured personal loans to him not be made available to the public. |
|
|
Item 4. |
Purpose of Transaction |
|
The shares of the Issuer were acquired for investment purposes. Ronald W. Parker intends to continue to sell an indeterminate number of shares of Issuer through open market sales or through private agreements for general personal economic purposes. |
|
3
|
Item 5. |
Interest in Securities of the Issuer |
|
Ronald W. Parker currently owns 625,840 shares of common stock of the Issuer representing 6.2% of the outstanding common stock. Ronald W. Parker has sole voting and dispositive power over the subject securities. The bank has the right to receive any dividends on the shares held as collateral for the loans, and to receive the proceeds of the sale of any such shares while such loans are outstanding. |
|
|
The following Chart #1 represents the date of acquisition, amount of shares acquired, per share cost basis, total cost basis, and type of acquisition for Ronald W. Parker (“RWP”) on that acquisition date. |
|
|
The following Chart #2 shows Ronald W. Parker’s holdings of the stock of the Issuer at the end of each Annual Meeting of Shareholders of the Issuer as disclosed in each annual proxy statement of the Issuer. The Issuer’s proxy statements include a detailed listing of all ownership of Issuer’s stock by all directors and executive officers of Issuer as of the date indicated in each year’s proxy statement (“Ownership Reporting Date”), including common stock and common stock options. Included in Chart #2 below are all shares held by Ronald W. Parker, including common stock options, as of these Ownership Reporting Dates, percentage of the total outstanding shares of the Issuer held by Ronald W. Parker as of these Ownership Reporting Dates, and the total number of outstanding shares of the Issuer as of these Ownership Reporting Dates. |
|
|
The following Chart #3 shows Ronald W. Parker’s disposition of the stock of the Issuer. This Chart #3 indicates the date the stock was sold, the number of shares sold, and the price per share at which the stock was sold on that date. Currently, Ronald W. Parker intends to continue to sell an indeterminate number of shares of Issuer through open market sales or through private agreements for general personal economic purposes. These proposed sales may be deemed “material” as defined in Rule 13d-2, and subsequent Amendments to this Schedule 13D filing will be made as required under Rule 13d-2. |
|
4
Chart #1
|
Date of Acquisition by |
|
Number of Shares |
|
Per Share |
|
Total Cost Basis |
|
Type of Acquisition |
|
||
|
2/24/92 |
|
5,000 |
|
$ |
0 |
|
$ |
0 |
|
gift |
|
|
3/5/92 |
|
15,000 |
|
0.7910 |
|
11,865.00 |
|
mkt purchase |
|
||
|
9/1/92 |
|
25,000 |
|
1.1250 |
|
28,125.00 |
(2) |
Issuer grant |
|
||
|
7/6/93 |
|
2,600 |
|
2.7500 |
|
7,150.00 |
(2) |
Issuer grant |
|
||
|
12/17/93 |
|
1,000 |
|
0.0000 |
|
0.00 |
|
gift |
|
||
|
5/13/94 |
|
2,000 |
|
3.5625 |
|
7,125.00 |
(2) |
Issuer grant |
|
||
|
5/31/94 |
|
2,000 |
|
3.5000 |
|
7,000.00 |
|
mkt purchase |
|
||
|
2/27/95 |
|
30,000 |
|
2.7500 |
|
82,500.00 |
|
mkt purchase |
|
||
|
6/29/95 |
|
2,000 |
|
3.0625 |
|
6,125.00 |
|
mkt purchase |
|
||
|
7/2/96 |
|
1,000 |
|
4.7500 |
|
4,750.00 |
|
mkt purchase |
|
||
|
12/3/96 |
|
100 |
|
4.5000 |
|
450.00 |
|
mkt purchase |
|
||
|
6/30/97 |
|
3,000 |
|
3.8750 |
|
11,625.00 |
|
mkt purchase |
|
||
|
6/30/97 |
|
2,000 |
|
3.9375 |
|
7,875.00 |
|
mkt purchase |
|
||
|
6/30/97 |
|
3,500 |
|
4.0625 |
|
14,218.75 |
|
mkt purchase |
|
||
|
7/1/97 |
|
4,500 |
|
4.0000 |
|
18,000.00 |
|
mkt purchase |
|
||
|
7/2/97 |
|
2,500 |
|
4.0000 |
|
10,000.00 |
|
mkt purchase |
|
||
|
7/7/97 |
|
4,000 |
|
4.09375 |
|
16,375.00 |
|
mkt purchase |
|
||
|
7/7/97 |
|
1,500 |
|
4.1250 |
|
6,187.50 |
|
mkt purchase |
|
||
|
7/8/97 |
|
15,000 |
|
4.1250 |
|
61,875.00 |
|
mkt purchase |
|
||
|
7/8/97 |
|
6,000 |
|
4.3125 |
|
25,875.00 |
|
mkt purchase |
|
||
|
7/17/97 |
|
100 |
|
4.7500 |
|
475.00 |
|
mkt purchase |
|
||
|
8/4/97 |
|
200,000 |
|
4.1250 |
(3) |
825,000.00 |
|
option exercise |
|
||
|
10/6/99 |
|
200,000 |
|
3.47 |
(4) |
|
694,000 |
|
option purchase |
|
|
|
7/7/00 |
|
200,000 |
|
3.5625 |
(5) |
|
712,500 |
|
option purchase |
|
|
|
(1) |
|
52,718 |
|
(1) |
|
|
(1) |
|
401k plan |
|
|
|
|
|
|
|
|
|
$ |
2,559,096.25 |
|
|
|
|
(1) Total of periodic purchases made during the period 1992-2004 through Issuer’s 401k retirement plan.
(2) Market value at date of Grant or Purchase for respective year.
(3) $1.125 option exercise price per share plus tax paid on $3.00 per share ($600,000 of ordinary income). Market price per share on this date of $4.1250.
(4) $2.50 option exercise price per share plus tax paid on $0.97 per share ($194,000 of ordinary income). Market price per share on this date of $3.47.
(5) $2.50 option exercise price per share of $1.0625 per share ($212,500 of ordinary income). Market price per share on this date of $3.5625.
5
Chart #2
|
Ownership |
|
RWP Shares |
|
Total |
|
% Shares |
|
Actual Total |
|
|
10/1/95 |
|
290,798 |
|
13,407,700 |
|
2.2 |
% |
13,329,801 |
|
|
10/1/96 |
|
694,828 |
|
14,590,900 |
|
4.8 |
% |
13,017,152 |
|
|
10/1/97 |
|
933,480 |
|
14,707,700 |
|
6.3 |
% |
12,747,215 |
|
|
10/1/98 |
|
1,367,652 |
|
14,396,300 |
|
9.5 |
% |
11,641,830 |
|
|
10/11/99 |
|
1,373,802 |
|
12,752,700 |
|
10.77 |
% |
11,853,058 |
|
|
10/1/00 |
|
1,380,744 |
|
11,373,500 |
|
12.14 |
% |
10,734,873 |
|
|
10/1/01 |
|
1,449,049 |
|
10,773,600 |
|
13.45 |
% |
10,061,238 |
|
|
10/1/02 |
|
1,266,985 |
|
10,549,400 |
|
12.01 |
% |
10,058,324 |
|
|
10/1/03 |
|
1,018,173 |
|
10,195,000 |
|
9.99 |
% |
10,068,674 |
|
|
11/15/03 |
|
1,018,173 |
|
10,305,400 |
|
9.88 |
% |
10,073,674 |
|
|
10/1/04 |
|
851,821 |
|
10,140,700 |
|
8.40 |
% |
10,138,674 |
|
|
4/1/05 |
|
851,821 |
|
10,092,700 |
|
8.44 |
% |
10,091,294 |
|
|
10/14/05 |
|
851,821 |
|
10,092,700 |
|
8.44 |
% |
10,108,494 |
|
|
1/23/06*** |
|
625,840 |
*** |
10,092,700 |
|
6.2 |
%*** |
10,108,494 |
|
|
* |
Calculated from Issuer’s officers’ and directors’ ownership chart in annual proxy statement. Shares are rounded to nearest hundred. |
|
|
|
|
** |
Source is Issuer’s annual proxy statement filed as per Section 14(A) of the Securities Act. |
|
|
|
|
*** |
Excludes RWP’s options that have expired and 154,678 shares sold by RWP as set forth below on chart #3. Source is not Issuer’s annual proxy statement since Issuers’s last annual proxy statement is dated 10/14/05. |
Chart #3
|
Date of Disposition/Sale |
|
Number of Shares Sold by |
|
Price Per Share Sold |
|
Total of Sales |
|
|||
|
1/5/06 |
|
19,900 |
|
$ |
2.7626 |
|
54,995.64 |
|
||
|
1/6/06 |
|
18,600 |
|
2.7501 |
|
51,151.86 |
|
|||
|
1/9/06 |
|
3,500 |
|
2.7500 |
|
9,625.00 |
|
|||
|
1/10/06 |
|
6,000 |
|
2.7500 |
|
16,500.00 |
|
|||
|
1/11/06 |
|
42,000 |
|
2.7370 |
|
114,954.00 |
|
|||
|
1/12/06 |
|
15,000 |
|
2.7300 |
|
40,950.00 |
|
|||
|
1/13/06 |
|
15,000 |
|
2.7300 |
|
40,950.00 |
|
|||
|
1/13/06 |
|
11,000 |
|
2.7500 |
|
30,250.00 |
|
|||
|
1/17/06 |
|
900 |
|
2.7500 |
|
2,475.00 |
|
|||
|
1/18/06 |
|
21,400 |
|
2.7000 |
|
57,780.00 |
|
|||
|
1/20/06 |
|
1,000 |
|
2.7000 |
|
2,700.00 |
|
|||
|
1/24/06 |
|
378 |
|
2.650 |
|
1,001.70 |
|
|||
|
|
|
Total |
154,678 |
|
|
|
Total: |
423,333.20 |
|
|
6
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
|
Ronald W. Parker has entered into various Option Agreements which either lapsed or were exercised by Ronald W. Parker. There are currently no Option Agreements or any other agreements between Ronald W. Parker and Issuer. In October 1999, the Issuer loaned $557,056 to then Chief Operating Officer Ronald W. Parker in the form of a promissory note due in June 2004 to acquire 200,000 shares of the Issuer's common stock through the exercise of vested stock options previously granted to him in 1995 by the Issuer. The note bore interest at the same floating interest rate the Issuer pays on its revolving credit line with a bank and was collateralized by certain real property and existing Issuer stock owned by Mr. Parker. As of June 27, 2004, the note balance was paid in full.
In July 2000, the Issuer also loaned $302,581 to Ronald W. Parker in the form of a promissory note due in June 2004, in conjunction with a cash payment of $260,000 from Mr. Parker, to acquire 200,000 shares of the Issuer's common stock through the exercise of vested stock options previously granted in 1995 by the Issuer. The note bore interest at the same floating interest rate the Issuer pays on its revolving credit line with a bank and was collateralized by certain real property and existing Issuer stock owned by Mr. Parker. As of June 27, 2004, the note balance was paid in full.
In June 2004, Ronald W. Parker entered into a bank loan agreement with a bank (bank name not disclosed as per Item 3 of this Schedule 13D) secured by collateral which included 692,100 shares of the stock of the Issuer owned by Ronald W. Parker. To date, Mr. Parker continues to pay down the principal and interest of this bank loan through proceeds from sales of his shares of the stock of the Issuer. |
|
|
Item 7. |
Material to Be Filed as Exhibits |
|
|
None. |
7
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
January 25, 2006. |
|
|
Date |
|
|
|
|
|
Signature |
|
|
|
|
|
Name/Title |
8