8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of l934

September 7, 2005
Date of report (date of earliest event reported)

VICORP RESTAURANTS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Colorado
(State or Other Jurisdiction of Incorporation)

002-78250	84-0511072
(Commission File Number)	(IRS Employer Identification No.)

400 West 48^th Avenue, Denver, Colorado 80216
(Address of Principal Executive Offices) (Zip Code)

(303) 296-2121
(Registrant’s Telephone Number, Including Area Code)

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:

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))

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Item 1.01      Entry into a Material Definitive Agreement.

The information provided in response to Item 5.02 is incorporated by reference herein.

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 1, 2005, the Board of Directors of VICORP Restaurants, Inc. (the “Company”) appointed Kenneth L. Keymer as a director of the Company, the Company’s parent, VI Acquisition Corp. (“VI”) and the Company’s wholly-owned subsidiary, Village Inn Pancake House of Albuquerque, Inc (“Village Inn Pancake House”). Mr. Keymer was appointed as director of the Company, VI and Village Inn Pancake House pursuant to the Stockholders Agreement dated June 12, 2003, which is filed as Exhibit 10.1 to the Company’s Form S-4 filed on July 9, 2004.

Mr. Keymer is party to a Management Agreement and Letter Agreement with the Company dated September 1, 2005, that sets forth, among other things, the terms and conditions pursuant to which the Company will compensate Mr. Keymer for his service on the Board. In addition to an annual fee of $20,000.00 paid to Mr. Keymer and reimbursement of his reasonable expenses related to his Board service, Mr. Keymer will also purchase 2,901 shares of the common stock of the Company at a price of $4.53 a per share which shall vest over a four-year period. Mr. Keymer has also executed a Joinder Agreement on September 1, 2005, making him party to the Stockholders Agreement referenced above and the Registration Rights Agreement dated June 12, 2003, which is filed as Exhibit 10.2 to the Company’s Form S-4 filed on July 9, 2004. There are no transactions involving the Company and Mr. Keymer that would be required to be reported by Item 404(a) of Regulation S-K.

A copy of the press release related to this matter is attached hereto as Exhibit 99.1.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01      Financial Statements and Exhibits.

          (c)      Exhibits

     99.1      Press Release, dated September 7, 2005.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VICORP RESTAURANTS, INC.
Date: September 7, 2005	By:	/s/ Debra Koenig
		Debra Koenig
		Chief Executive Officer (Principal Executive Officer)

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INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION OF EXHIBIT
99.1	Press Release, dated September 7, 2005.

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EX-99.1

EXHIBIT 99.1

Press Release

VICORP ANNOUNCES APPOINTMENT OF NEW DIRECTOR TO ITS BOARD

September 7, 2005 — VICORP Restaurants, Inc. (“VICORP”) is pleased to announce the appointment of Kenneth L. Keymer to its Board of Directors effective September 1, 2005. Mr. Keymer is the President of Popeyes® Chicken & Biscuits, CEO of AFC Enterprises Inc., the franchisor and operator of Popeyes®, and a 27-year restaurant industry veteran.

Mr. Keymer joins VICORP’s Board with extensive experience in operations, franchising, and strategic planning. He previously served as President and Co-Chief Executive Officer and Member of the Board of Directors of Noodles & Company, which is based in Boulder, Colorado. From 1996 to 2002 he held the title of President and Chief Operating Officer at Sonic Corporation, and was a member of the Board of Directors. He also held senior positions at Taco Bell, Boston Chicken, and Perkins Family Restaurants.

A graduate of the United States Naval Academy with a B.S. in Engineering, Mr. Keymer earned an M.S.A. in Information Technology from George Washington University. After leaving active duty as a Lieutenant Commander, his first restaurant industry experience was as Director of Management Development and Training for Hardees Food Systems.

About VICORP Restaurants, Inc.

VICORP Restaurants, Inc. operates family-dining restaurants under two proven and well-recognized brands, Village Inn and Bakers Square. VICORP, founded in 1958, has 381 restaurants in 25 states, consisting of 281 company-operated restaurants and 100 franchised restaurants. Village Inn is known for serving fresh breakfast items throughout the day, and we have also successfully leveraged its strong breakfast heritage to offer traditional American fare for lunch and dinner. Bakers Square offers delicious food for breakfast, lunch and dinner complimented by its signature pies, including dozens of varieties of multi-layer specialty pies made from premium ingredients. Our headquarters are located at 400 West 48th Avenue, Denver, Colorado 80216.

Safe Harbor Statement

This announcement includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the

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industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. See the “Risk Factors” section of our Registration Statement dated July 9, 2004, filed with the Securities and Exchange Commission, for a discussion of some of the factors that may affect us and our operations. Such factors include the following: competitive pressures within the restaurant industry; changes in consumer preferences; the level of success of our operating strategy and growth initiatives; the level of our indebtedness and the terms and availability of capital; fluctuations in commodity prices; changes in economic conditions; government regulation; litigation; and seasonality and weather conditions. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements which we make in this announcement speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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VICORP Restaurants, Inc., Village Inn and Bakers Square are either registered trademarks or trademarks of VICORP Restaurants, Inc., or its subsidiaries in the United States and/or other countries.

Contact:	Anthony J. Carroll
	Chief Financial Officer
	VICORP Restaurants, Inc.
	Direct: (303) 672-2266
	Email: tony.carroll@vicorpinc.com

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