0001654954-16-000735.txt : 20160715 0001654954-16-000735.hdr.sgml : 20160715 20160715160156 ACCESSION NUMBER: 0001654954-16-000735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160715 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160715 DATE AS OF CHANGE: 20160715 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: 161769715 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 Blueprint
 
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): July 15, 2016
 
NOBLE ROMAN’S, INC.
(Exact name of Registrant 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 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:
 
[ ] 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.
 
Effective as of July 15, 2016, the Board of Directors (the “Board”) of Noble Roman’s, Inc. (the “Company”) appointed Mr. Marcel Herbst to replace Mr. Schuster Tanger on the Board. Mr. Herbst, as a replacement to Mr. Tanger, was appointed as a Class I Director, whose term will expire at the 2017 Annual Meeting of the Shareholders.
 
Mr. Herbst is the co-founder and portfolio manager of Herbst Capital Management, LLC and has over 15 years of investment experience in equities, fixed income and commodities. Mr. Herbst started his professional career in 1991 in Germany with a commercial diploma in banking. Prior to founding Herbst Capital Management, LLC, Mr. Herbst had more than 10 years experience in the management of hospitality services for large, upscale, branded properties in the US and Europe. Most recently he served as the Director of Food and Beverage at the 1544 room Hilton Chicago, overseeing $40M in annual food and beverage revenue. Mr. Herbst has a Bachelor degree of Business Administration from Schiller International University in Heidelberg, Germany and a Master's degree of Management in Hospitality concentrating in food and beverage from Cornell University.
 
Mr. Herbst will be compensated on the same basis as all other non-employee directors of the Company, as described under “Director Compensation” in the Company’s Proxy Statement for its 2016 Annual Meeting of Shareholders. Mr. Herbst does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
On July 15, 2016, the Company issued a press release announcing Mr. Herbst’s appointment, a copy of which is filed herewith 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 July 15, 2016
 
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.
 
 
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: July 15, 2016
 
 
NOBLE ROMAN’S, INC.
 
 
 
 
 
 
By:  
/s/  Paul W. Mobley
 
 
 
Paul W. Mobley
 
 
 
Executive Chairman and
Chief Financial Officer
 
 
 
 
 
EX-99.1 2 nrom_ex991.htm PRESS RELEASE Untitled Document
 
              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
 
 
Noble Roman’s Announces the Appointment of Marcel Herbst, CFA
to the Board of Directors in Substitution for Schuster Tanger
 
(Indianapolis, Indiana) – July 15, 2016 -- Noble Roman's, Inc. (OTCQB: NROM), the Indianapolis based franchisor and licensor of Noble Roman’s Pizza and Tuscano’s Italian Style Subs, today announced that Mr. Marcel Herbst has been appointed in substitution for Schuster Tanger to its Board of Directors. Mr. Herbst, will assume the Class I Director position, the term of which will expire at the 2017 Annual Meeting of the Shareholders.
 
Mr. Herbst, a holder of the Chartered Financial Analyst® designation, is the founder and portfolio manager of Herbst Capital Management, LLC and has over 15 years of investment experience in equities, fixed income and commodities. Mr. Herbst started his professional career in Germany with a Commercial Diploma in Banking. Prior to founding Herbst Capital Management, LLC, Mr. Herbst had more than 10 years experience in the management of hospitality services for large, upscale, branded properties in the US and Europe. Most recently he served as the Director of Food and Beverage at the 1544 room Hilton Chicago, overseeing $40M in annual food and beverage revenue. Mr. Herbst has a Bachelor degree of Business Administration from Schiller International University in Heidelberg, Germany and a Master's degree of Management in Hospitality concentrating in food and beverage from Cornell University.
 
Pursuant to an agreement dated April 8, 2015, by and among Noble Roman's, Inc. and Red Alder GP, LLC, Red Alder GP, LLC and other related parties ("Shareholder Parties") have the right to recommend a substitute person to serve on the board of directors as a replacement director for Mr. Tanger. The Shareholder Parties have recommended Mr. Marcel Herbst as such a replacement director and the board of directors has unanimously agreed.
 
“We are excited to have someone of Mr. Herbst's stature, financial ability and experience in the foodservice industry joining our board of directors,” said Mr. Scott Mobley, President and CEO of Noble Romans, Inc. “Mr. Herbst’s extensive knowledge and experience in both the financial and the foodservice industries should prove to be a tremendous asset to the company.”
 
When asked about his appointment to the board of directors of Noble Roman’s, Mr. Herbst said, “I am excited to join the Noble Roman’s board of directors. Noble Roman’s is well poised for significant long-term success with its notable strong product, strong executive team, and viable channels of growth. I look forward to collaborating with my fellow directors and the Noble Roman’s management team to continue to create value for all stockholders.”
 
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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