0001354488-14-006229.txt : 20141219 0001354488-14-006229.hdr.sgml : 20141219 20141219090017 ACCESSION NUMBER: 0001354488-14-006229 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141219 DATE AS OF CHANGE: 20141219 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: 141297701 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 nrom_8k.htm CURRENT REPORT nrom_8k.htm


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): December 18, 2014

NOBLE ROMAN’S, INC.
(Exact name of Registrant as specified in its charter)
 
Indiana    0-11104   35-1281154
(State or other jurisdiction of incorporation)    (Commission File Number)    (I.R.S. Employer Identification No.)
 
One Virginia Avenue, Suite 300
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 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))
 


 
 
 
 
 
Item 8.01   Other Events.

           On December 18, 2014, Noble Roman’s, Inc. (the “Company”) announced that Paul W. Mobley, the Company’s Executive Chairman and Chief Financial Officer, has established a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.  This stock trading plan is described in the Company’s press release which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

           (d)           The following exhibits are filed as part of this report:
 
Exhibit Number   Description
     
99.1   News Bulletin Issued December 19, 2014

The Company will post this Form 8-K on its Internet website at www.nobleromans.com.  References to the Company’s website address are included in this Form 8-K only as inactive textual references and the Company does not intend them to be active links to its website.  Information contained on the Company’s website does not constitute part of this Form 8-K.
 
 
 
 
 
2

 
 
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.
 
  NOBLE ROMAN’S, INC.  
       
Dated:  December 19, 2014
By:
/s/ Paul W. Mobley  
   
Paul W. Mobley
 
   
Chief Financial Officer
 
       
 
 
 
 
 
3

EX-99.1 2 nrom_ex991.htm PRESS RELEASE nrom_ex991.htm
Exhibit 99.1
 
NEWS BULLETIN  RE: NOBLE ROMAN'S, INC.
   1 Virginia Avenue, Suite 300
   Indianapolis, IN  46204
 
FOR ADDITIONAL INFORMATION, CONTACT:
For Media Information: Scott Mobley, President & CEO  317/634-3377
For Investor Relations: Paul Mobley, Executive Chairman  317/634-3377
or Brett Maas, Hayden IR, 646/536-7331or brett@haydenir.com

Noble Roman’s Announces Adoption of Rule 10b5-1 Stock Trading Plan

(Indianapolis, Indiana) – December 19, 2014 -- Noble Roman's, Inc. (OTC/BB: NROM), the Indianapolis-based franchisor and licensor of Noble Roman’s Pizza and Tuscano’s Italian Style Subs, today announced that Paul W. Mobley, the company’s Executive Chairman and Chief Financial Officer, has established a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to sell a limited number of his shares of the company’s common stock as part of Mr. Mobley’s personal asset diversification strategy.

The plan provides for the sale of a maximum of 200,000 shares of common stock per each continuous three-month period at specified market prices commencing January 2, 2015 . The plan provides that Mr. Mobley may sell a maximum of 600,000 shares of common stock under the plan. Based on his current ownership, if all of the shares subject to the plan were sold, Mr. Mobley would then beneficially own approximately 2,966,035 shares of common stock.
 
The plan was designed to comply with the company’s policies and the guidelines specified in Rule 10b5-1. Through appropriate filings with the U.S. Securities and Exchange Commission, Mr. Mobley will disclose all sales made under the plan in accordance with applicable federal securities laws, rules and regulations.

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, non-renewal of franchise agreements, shifts in market demand, the success of new franchise programs with limited operating history including the stand-alone take-n-bake locations, general economic conditions, changes in purchases of or demand for the company's products, licenses or franchises, the success or failure of individual franchisees and licensees, changes in prices or supplies of food ingredients and labor, and dependence on continued involvement of current management.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may differ materially from those described herein as anticipated, believed, estimated, expected or intended.  The company undertakes no obligations to update the information in this press release for subsequent events.
 
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