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): March 30, 2016
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52651 | 14-1961545 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
411 W. 14th Street, 2nd Floor
New York, New York 10014
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (646) 624-2400
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment of Chief Operating Officer.
On March 30, 2016, the ONE Group Hospitality, Inc. (the “Company”) announced the appointment of Alejandro Munoz-Suarez as Chief Operating Officer, effective March 31, 2016. March 3, 2016, the Company and Mr. Munoz-Suarez agreed to the terms of employment as set forth in an offer letter.
Upon the commencement of his employment, Mr. Munoz-Suarez will receive an annual salary of $365,000 per year, and he will participate in the Company’s annual cash bonus program with a target bonus of 50% of his base salary, to be based upon performance and budget constraints as established by the Company’s Board of Directors. In addition, Mr. Munoz-Suarez will receive: (i) 250,000 non-qualified stock options to purchase 250,000 shares of the Company’s common stock, with 125,000 options vesting automatically over five years and 125,000 options vesting over five years based on achieving annual financial milestones; and (ii) a sign-on bonus payment of up to $50,000 to be paid on December 1, 2016, subject to certain criteria specified therein. Mr. Munoz-Suarez will be eligible to participate in the Company's 401(k) plan, health plans and other benefits on the same terms as other salaried employees.
If Mr. Munoz-Suarez is terminated without cause, he will receive six months of severance pay at an annual rate equal to his base salary, payable in lump sum upon termination or in regular pay periods over the six month period.
Prior to joining the Company, Mr. Munoz-Suarez served as President of B&B Hospitality's Pacific Division.
There are no family relationships between Mr. Munoz-Suarez and any director or executive officer of the Company and there are no transactions between Mr. Munoz-Suarez and the Company that would be reportable under Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 Press Release, dated March 30, 2016
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.
| Dated: April 5, 2016 | THE ONE GROUP HOSPITALITY, INC. | |
| By: | /s/ Samuel Goldfinger | |
| Name: | Samuel Goldfinger | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
The ONE Group Announces New COO
Alejandro Munoz-Suarez to join from B&B Hospitality
NEW YORK – March 30, 2016 – The ONE Group Hospitality, Inc. (“The ONE Group”) (Nasdaq:STKS) today announced the appointment of Alejandro Munoz-Suarez as Chief Operating Officer (COO), effective March 31, 2016. He will report directly to Jonathan Segal, The ONE Group’s CEO.
Formerly President of B&B Hospitality’s Pacific Division, Mr. Munoz-Suarez will be responsible for leading business growth initiatives and driving profitability. In the near-term, he will manage the opening of several restaurants currently under construction or in development, including STK locations in Boston, Orlando, San Diego, Denver, Miami, Austin, Dallas, and Toronto.
“Alejandro’s lengthy tenure at B&B Hospitality provides a deep level of expertise in how to aggressively grow and scale a hospitality company, which will be instrumental in supporting the ambitious plans we have set through 2017,” stated Jonathan Segal, CEO, The ONE Group. “We remain focused on expanding the STK brand both domestically and internationally, and we are thrilled to have such a seasoned hospitality veteran join The ONE Group.”
About The ONE Group
The ONE Group (NASDAQ: STKS) is a global hospitality company that develops and operates upscale, high-energy restaurants and lounges and provides hospitality management services for hotels, casinos and other high-end venues both nationally and internationally. The ONE Group’s primary restaurant brand is STK, a modern twist on the American steakhouse concept with locations in major metropolitan cities throughout the U.S. and Europe. ONE Hospitality, The ONE Group’s food and beverage hospitality services business, provides the development, management and operations for premier restaurants and turn-key food and beverage services within high-end hotels and casinos. Additional information about The ONE Group can be found at www.togrp.com.
Cautionary Statement on Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the Company’s determination to commence a rights offering, the development of a trading market for the subscription rights and the Company’s ability to complete the rights offering. In addition, a number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements, including but not limited to, (1) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, our ability to open new restaurants and food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain our key employees; (2) factors beyond our control that affect the number and timing of new restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and/or licensing authorities; (3) changes in applicable laws or regulations; (4) the possibility that The ONE Group may be adversely affected by other economic, business, and/or competitive factors; and (5) other risks and uncertainties indicated from time to time in our filings with the SEC, including our Annual Report on Form 10-K/A filed on April 1, 2015.
Exhibit 99.1
Investors are referred to the most recent reports filed with the SEC by The ONE Group Hospitality, Inc. Investors are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.
Media Contact:
Sloane & Company
Dan Zacchei or Kate Traynor, 212-486-9500
Investor Contact:
ICR
Don Duffy or Michelle Epstein, 203-682-8200