8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  May 8, 2013

Cosi, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-50052	06-1393745
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1751 Lake Cook Road, Suite 600; Deerfield, Illinois	60015
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (847) 597-8800

(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 3.03.                      Material Modification to Rights of Security Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03.                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 8, 2013, Cosi, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) to implement a one-for-four reverse split (the “Reverse Split”) of its common stock, par value $0.01 per share (the “Common Stock”), as approved by the Company’s stockholders at the Annual Meeting of Stockholders on May 8, 2013.  The Reverse Split was effective as of 8:00 a.m. (Eastern Time) on May 9, 2013, and the Common Stock began trading on the NASDAQ Global Market on a post-split basis on May 9, 2013.

As a result of the Reverse Split, every four shares of issued and outstanding Common Stock were combined into one share of issued and outstanding Common Stock. In addition, the Reverse Split effected a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options and warrants to purchase or acquire, as applicable, shares of the Common Stock, and the number of shares reserved for issuance pursuant to the Company’s existing equity incentive compensation plans were reduced proportionately.

No fractional shares will be issued as a result of the Reverse Split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the average of the high and low trading prices of the Common Stock on the NASDAQ Global Market during the regular trading hours for the five trading days immediately preceding the effective time of the Reverse Split.  The new CUSIP number for the Common Stock following the Reverse Split is 22122P200.

The Amendment did not reduce the number of authorized shares of the Common Stock and, therefore, the effect of the Amendment is to increase the number of shares of Common Stock available for issuance relative to the number of shares of Common Stock issued and outstanding. The Reverse Split did not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

A copy of the Amendment, as filed with the Secretary of State of the State of Delaware on May 8, 2013, is attached hereto as Exhibit 3.1.  On May 8, 2013, the Company issued a press release announcing the Reverse Split.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 5.07.                      Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of Stockholders held on May 8, 2013, the following matters were submitted to the Company’s stockholders:

(1)   The election of two directors for three-year terms ending at the Annual Meeting of Stockholders to be held in 2016 or until their successors are duly elected and qualified:

Directors	Votes For	Votes Withheld	Broker Non-Votes
Mark Demilio	26,020,402	2,125,772	25,118,869
Carin Stutz	27,364,305	781,869	25,118,869

(2)   The proposal to ratify of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2013:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
51,260,821	1,959,064	45,046	652

(3)   The proposal to approve, in a non-binding vote, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement pursuant to Item 402 of Regulation S-K:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
26,251,460	1,840,191	54,522	25,118,870

(4)   The proposal to approve, in an advisory vote, the frequency of future executive compensation advisory votes:

1 Year	2 Years	3 Years	Broker Non-Votes
26,228,203	351,912	938,733	25,118,870

(5)   The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at any time prior to the next Annual Meeting, a reverse stock split of the outstanding and treasury shares of the Common Stock having a split ratio ranging from one-for-two to one-for-twenty (“Split Ratio”), as such Split Ratio shall be determined by the Board of Directors of the Company to be in the best interest of the Company and its stockholders, and pay to the Company’s stockholders cash in lieu of fractional shares at fair market value:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
47,074,840	6,128,312	61,888	0

Of the 73,208,869 shares eligible to vote as of the March 15, 2013 record date, more than 53,265,043 votes, or approximately 72.8% of the total shares outstanding, were represented at the meeting.

Based upon the results of the frequency of future executive compensation advisory votes, the Board of Directors has determined that advisory votes on executive compensation will be

submitted to stockholders on an annual basis.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits

3.1             Certificate of Amendment to Amended and Restated Certificate of Incorporation.

99.1           Press Release of Cosi, Inc., dated May 8, 2013.

Signature

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.

	COSI, INC.
Date:  May 13, 2013	By:	/s/ William E. Koziel
		Name:  William E. Koziel
		Title:     Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or Electronic (E)
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation.	E
99.1	Press Release of Cosi, Inc., dated May 8, 2013.	E

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF COSI, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Cosi, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.           The Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of Delaware on May 15, 1998 and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of Delaware on November 22, 2002.

2.           Section 4.1 of ARTICLE IV of the Amended and Restated Certificate of Incorporation is amended to read in full as follows:

“TOTAL NUMBER OF SHARES OF STOCK. The total number of shares of capital stock of all classes that the Corporation shall have authority to issue is 140,000,000 (One Hundred and Forty Million) shares. The authorized capital stock is divided into 40,000,000 (Forty Million) shares of preferred stock, of the par value of $.01 each (the “Preferred Stock”), and 100,000,000 (One Hundred Million) shares of common stock, of the par value of $.01 each (the “Common Stock”). For the purposes of this article IV, references to the “Board of Directors” shall refer to the Board of Directors of the Corporation as established in accordance with Article V of the Certificate of Incorporation and references to “The Certificate of Incorporation” shall refer to this Restated Certificate of Incorporation as the same may be amended from time to time.

On May 9, 2013, at 8:00 a.m., Eastern time, each four (4) shares of Common Stock, par value $.01 per share, issued and outstanding at such time shall be combined into one (1) share of Common Stock, par value $0.01 per share (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any such fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fraction multiplied by the fair market value per share of the Common Stock as determined in a reasonable manner by the Board of Directors. Upon surrender by a holder of a certificate

or certificates for Common Stock, duly endorsed, at the office of the Corporation, the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominee or assignee of such holder, a new certificate or certificates for the number of shares of Common Stock that such holder shall be entitled to following the Reverse Stock Split.”

3.           That, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by applicable law was voted in favor of the aforesaid amendment.

4.            The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this certificate to be signed by its President and attested by its Secretary this 8th day of May, 2013.

COSI, INC.
By:	/s/ Carin Stutz
	Carin Stutz
	President and Chief Executive Officer

Attest:

/s/ William Koziel                                                                   

By:  William Koziel

        Secretary

-2-

EX-99.1

Exhibit 99.1

CONTACT:

William E. Koziel

Chief Financial Officer

(847) 597-8803

FOR IMMEDIATE RELEASE

Così, Inc. Announces Reverse Stock Split

DEERFIELD, Ill., May 8, 2013 -- Così, Inc. (Nasdaq: COSI), the fast-casual restaurant company, today announced a 1-for-4 reverse split of its common stock. The reverse stock split will become effective at 8 am Eastern Time on May 9, 2013, and Cosi’s common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis when the market opens on May 9, 2013.  Following the reverse stock split, the common stock will continue to be reported on the Nasdaq Global Market under the symbol “COSI,” and the new CUSIP number for the common stock will be 22122P200.

The reverse stock split was approved by Cosi’s stockholders at the annual meeting held on May 8, 2013 and the Board of Directors was authorized to implement a reverse stock split and determine the ratio of the split within a range of not less than 1-for-2 or greater than 1-for-20. The Board of Directors has determined to fix the ratio for the reverse stock split at 1-for- 4.

At the effective time of the reverse stock split, every 4 shares of Cosi’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock, without any change in the par value per share. The reverse stock split will reduce the number of shares of Cosi’s common stock outstanding from approximately 73,213,869 to approximately 18,303,467. In addition, the reverse stock split will effect a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options and warrants to purchase or acquire shares of Cosi’s common stock and the number of shares reserved for issuance pursuant to Cosi’s existing equity incentive compensation plans will be reduced proportionately. The number of authorized shares of Cosi’s common stock will not be affected by the reverse stock split.

No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the average of the high and low trading prices of Cosi’s common stock on the Nasdaq Global Market during the regular trading hours for the five trading days immediately preceding the effective time of the reverse stock split.

Stockholders who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the exchange of their shares.  Holders of share certificates will receive instructions from Cosi’s transfer agent, American Stock Transfer & Trust Company, regarding the process for exchanging shares.

Additional information regarding the reverse stock split can be found in Cosi’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2013, copies of which are available at www.sec.gov or at www.getcosi.com under the SEC filings tab located on the Investor Info page.

About Così, Inc.

Così® (http://www.getcosi.com) is a national fast casual restaurant chain that has developed featured foods built around a secret, generations-old recipe for crackly crust flatbread. This artisan bread is freshly baked in front of customers throughout the day in open-flame stone-hearth ovens prominently located in each of the restaurants. Così’s warm and urbane atmosphere is geared towards its sophisticated, upscale, urban and suburban guests. There are currently 74 Company-owned and 50 franchise restaurants operating in sixteen states, the District of Columbia, Costa Rica and the United Arab Emirates. The Così® vision is to become America’s favorite fast casual restaurant by providing customers authentic, innovative, savory food while remaining an affordable luxury.

The Così® menu features Così® sandwiches, freshly-tossed salads, bowls, breakfast wraps, melts, soups, Così® Squagels®, flatbread pizzas, S’mores, snacks and other desserts, and a wide range of coffee and coffee-based drinks and other specialty beverages. Così® restaurants are designed to be welcoming and comfortable with an eclectic environment. Così’s sights, sounds, and spaces create a tasteful, relaxed ambience that provides a fresh and new dining experience.

“Così,” “(Sun & Moon Design)” and related marks are registered trademarks of Così, Inc. in the U.S.A. and certain other countries. Copyright © 2013 Così, Inc. All rights reserved.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This press release contains statements that constitute forward-looking statements under the federal securities laws. Forward-looking statements are statements about future events and expectations and not statements of historical fact. The words “believe,” “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “plan,” “strive,” or similar words, or negatives of these words, identify forward- looking statements. We qualify any forward-looking statements entirely by these cautionary factors. Forward-looking statements are based on management’s beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to management. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Factors that could contribute to these differences include, but are not limited to: the cost of our principal food products and supply and delivery shortages and interruptions; labor shortages or increased labor costs; changes in demographic trends and consumer tastes and preferences, including changes resulting from concerns over nutritional or safety aspects of beef, poultry, produce, or other foods or the effects of food-borne illnesses, such as E. coli, “mad cow disease” and avian influenza or “bird flu”; competition in our markets, both in our business and in locating suitable restaurant sites; our operation and execution in new and existing markets; expansion into new markets including foreign markets; our ability to attract and retain qualified franchisees and our franchisees’ ability to open restaurants on a timely basis; our ability to locate suitable restaurant sites in new and existing markets and negotiate acceptable lease terms; the rate of our internal growth and our ability to generate increased revenue from our

existing restaurants; our ability to generate positive cash flow from existing and new restaurants; fluctuations in our quarterly results due to seasonality; increased government regulation and our ability to secure required government approvals and permits; our ability to create customer awareness of our restaurants in new markets; the reliability of our customer and market studies; cost effective and timely planning, design and build out of restaurants; our ability to recruit, train and retain qualified corporate and restaurant personnel and management; market saturation due to new restaurant openings; inadequate protection of our intellectual property; our ability to obtain additional capital and financing; adverse weather conditions which impact customer traffic at our restaurants; and adverse economic conditions. Further information regarding factors that could affect our results and the statements made herein are included in our filings with the Securities and Exchange Commission.

Additional information is available on the company’s website at

http://www.getcosi.com in the investor relations section.