-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nev/l1s4soanPPlS+pw8F2rT6E4EUWUL5BPEmqqjfEeWbFksyJuhdwu6w3ivoLTw b26Rne46b0yFu1ANAxRUYA== 0000926274-08-000011.txt : 20080320 0000926274-08-000011.hdr.sgml : 20080320 20080320135755 ACCESSION NUMBER: 0000926274-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080319 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ROMANS INC CENTRAL INDEX KEY: 0000709005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 351281154 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 08701642 BUSINESS ADDRESS: STREET 1: ONE VIRGINIA AVE STREET 2: STE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176343377 MAIL ADDRESS: STREET 1: ONE VIRGINIA AVENUE STREET 2: SUITE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 8-K 1 nr-3088k.txt FORM 8-K 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 19, 2008 NOBLE ROMAN'S, INC. (Exact name of Company as specified in its charter) Indiana 0-11104 35-1281154 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) One Virginia Avenue, Suite 800 Indianapolis, Indiana 46204 (Address of principal executive offices) (Zip Code) (317) 634-3377 (Company'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 Company under any of the following provisions: [ ] 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 8.01 Other Events. On March 19, 2008, Noble Roman's, Inc. (the "Company") issued a press release announcing that the Company had engaged Roth Capital Partners, LLC pursuant to a letter agreement to act as its financial advisor to advise and assist the Company with respect to defining objectives and evaluating certain strategic alternatives to enhance shareholder value. A copy of that press release is furnished as an exhibit to this report and is incorporated herein by reference. The information in this report, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are furnished as part of this report: Exhibit Number Description 99 Press Release dated March 19, 2008, issued by Noble Roman's, Inc. * * * 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. Dated: March 20, 2008 NOBLE ROMAN'S, INC. By: /s/ Paul W. Mobley Paul W. Mobley Chief Executive Officer and Chief Financial Officer EX-99.1 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99 NEWS BULLETIN RE: NOBLE ROMAN'S, INC. 1 Virginia Avenue, Suite 800 Indianapolis, IN 46204 FOR ADDITIONAL INFORMATION, CONTACT: Paul W. Mobley, Chairman and CEO 317/634-3377 Noble Roman's Evaluating Strategies to Enhance Shareholder Value (Indianapolis, Indiana) March 19, 2008 - Indianapolis based Noble Roman's, Inc. (OTC/BB: NROM) today announced that it is evaluating various strategies to enhance shareholder value and has retained Roth Capital Partners as its exclusive financial advisor. The company anticipates that a range of options will be presented as a result of this analysis, which the company will then review in consultation with its board of directors and advisors. Although the company is dedicated to maximizing value for all of its stakeholders, there can be no assurance of any particular outcome or course of action. The company will only discuss developments of this exploration process if and when its board of directors decides upon a definitive course of action. Noble Roman's, Inc. is the franchisor of Noble Roman's Pizza and Tuscano's Italian Style Subs for non- traditional and traditional franchises in 45 states, plus a limited number of international franchises primarily in military bases. Noble Roman's was founded in 1972 and its franchise concepts are marketed based on high quality pizza and sub related products, simple operating systems, fast service times, labor minimizing operations, attractive food costs and overall affordability. The statements contained in this press release concerning the company's future revenues, profitability, financial resources, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the company that are based on the beliefs of the management of the company, as well as assumptions and estimates made by and information currently available to the company's management. The company's actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the company's operations and business environment including, but not limited to: competitive factors and pricing pressures, shifts in market demand, general economic conditions and other factors, including (but not limited to) changes in demand for the company's products or franchises, the success or failure of individual franchisees and the impact of competitors' actions. Should one or more of these risks or uncertainties adversely affect the company or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. END -----END PRIVACY-ENHANCED MESSAGE-----