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): May 23, 2011
FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| OHIO | 001-07323 | 31-0523213 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 2800 GILBERT AVENUE, CINCINNATI, OHIO | 45206 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 513-961-2660
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):
| ¨ | 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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 23, 2011 Frisch’s Restaurants, Inc. announced that Mark R. Lanning, 56, will become the Company’s Vice President –Finance. Mr. Lanning most recently served as Vice President-Investor Relations and Treasurer of Hillenbrand, Inc. headquartered in Batesville, Indiana. Prior to 2008 he served as Vice President and Treasurer of Hillenbrand Industries, Inc. also headquartered in Batesville, Indiana.
Mr. Lanning will be paid a base salary of $210,000 annually. He will also be eligible to earn incentive compensation under the Company’s Senior Executive Bonus Plan in fiscal 2012 which begins June 1, 2011. The provisions of the Senior Executive Bonus Plan are more fully described on pages 12 and 13 of the Company’s definitive proxy statement dated August 27, 2010. Mr. Lanning will also be entitled to participate in other executive and group benefits generally offered to executives of the Company.
The Company’s press release announcing this change is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit 99.1 – Frisch’s Restaurants, Inc. press release dated May 23, 2011: Frisch’s Restaurants, Inc. Names New Vice President – Finance.
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 thereunto duly authorized.
| FRISCH’S RESTAURANTS, INC. | ||
| (registrant) | ||
DATE May 23, 2011
| BY | /s/ Donald H. Walker | |
| Donald H. Walker | ||
| Vice President and Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
Exhibit 99.1
Company Contact:
Donald H. Walker
Vice President-Finance and CFO
Frisch’s Restaurants, Inc.
(513) 559-5202
Frisch’s Restaurants, Inc. Names New Vice President -Finance
FOR IMMEDIATE RELEASE
Cincinnati, OH—May 23, 2011—Frisch’s Restaurants, Inc. (NYSE Amex:FRS), announced that effective today Mark R. Lanning, 56, will become the Company’s Vice President-Finance with the intent that he will also be named the Company’s Chief Financial Officer within three months following a brief transition period working with retiring CFO, Donald H. Walker.
Mr. Lanning brings over 30 years of financial management experience with him to Frisch’s. He most recently served as Vice President-Investor Relations and Treasurer of Hillenbrand, Inc. (NYSE:HI) headquartered in Batesville, Indiana. Prior to 2008 he served as Vice President and Treasurer of Hillenbrand Industries, Inc. also headquartered in Batesville, Indiana. Prior to joining Hillenbrand in 1987, Mr. Lanning served in various capacities with Ernst & Whinney (now Ernst & Young) in their Indianapolis and Tampa offices.
Craig F. Maier, President and Chief Executive Officer, said, “We are very pleased that Mark has agreed to join our Company to lead the finance group at Frisch’s. He will be responsible for corporate finance, treasury, public reporting, investor relations, budgeting, auditing, accounting, long range forecasting, tax and insurance functions.”
Frisch’s Restaurants, Inc. is a regional company that operates full service family-style restaurants under the name “Frisch’s Big Boy.” The Company also operates grill buffet style restaurants under the name “Golden Corral” pursuant to certain licensing agreements. All Big Boy restaurants are currently located in various regions of Ohio, Kentucky and Indiana. Golden Corral restaurants currently operate primarily in the greater metropolitan areas of Cincinnati, Cleveland, Columbus, Dayton and Toledo, Ohio, Louisville, Kentucky and Pittsburgh, Pennsylvania.
The Company owns the trademark “Frisch’s” and has exclusive, irrevocable ownership of the rights to the “Big Boy” trademark, trade name and service mark in the states of Kentucky and Indiana, and in most of Ohio and Tennessee. All of the Frisch’s Big Boy restaurants also offer “drive-thru” service. The Company also licenses Big Boy restaurants to other operators, currently in certain parts of Ohio, Kentucky and Indiana.
The Company has reported a profit every year since going public in 1960, and paid cash dividends to shareholders every quarter over the same period.