NOODLES & COMPANY (NASDAQ:NDLS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
and our) Current Report on Form 8-K filed on March 13, 2017, the
Company entered into a securities purchase agreement (the
Securities Purchase Agreement) with Mill Road Capital II, L.P.
(Mill Road), to which we agreed, in return for aggregate gross
proceeds to us of $31.5 million, to issue Mill Road an aggregate of
8,873,240 shares (the Shares) of our Class A common stock, par
value $0.01 per share (such transaction, the private placement). On
April 3, 2017, the Shares were issued without registration under
the Securities Act of 1933 (as amended, the Securities Act), in
reliance on Section 4(a)(2) of the Securities Act, and the funding
of the private placement occurred.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
unanimous written consent, appointed Mr. Thomas E. Lynch to the
Companys Board, effective immediately. Mr. Lynch will serve as a
Class I director and will stand for election at the Companys 2017
Annual Meeting of Stockholders. Mr. Lynch was nominated to the
Board by Mill Road in accordance with its right set forth in the
Securities Purchase Agreement, as described above.
Director of Mill Road Capital Management LLC, a private equity firm
he founded that is headquartered in Connecticut. Mr. Lynch
previously founded and was a managing director of the private
equity firm Lazard Capital Partners. He also was previously
employed as a Managing Director of private equity at the Blackstone
Group and as a senior consultant at the Monitor Company, a
strategic consulting firm. Mr. Lynch’s extensive experience as a
director includes currently serving as chairman of the board of
directors of Rubio’s Restaurants, Inc., a privately held
restaurant company controlled by Mill Road Capital Management LLC,
and as a director of Panera Bread Company. He previously served as
a director of Physicians Formula Holdings, Inc., a public cosmetics
company, and has also served on numerous other private and
not-for-profit boards of directors. Mr. Lynch earned his Bachelors
degree with honors in Political Economy and Philosophy from
Williams College, a Master of Philosophy degree from Oxford
University and a Master of Business Administration degree from
Stanford University.
the Board consistent with the Companys director compensation
program for non-employee directors, as disclosed in part III of the
Companys Annual Report on Form 10-K filed on March 2, 2017.
director or executive officer of the Company and there are no
transactions between Mr. Lynch and the Company that would be
reportable under Item 404(a) of Regulation S-K.
director of the Company, to the Boards Audit Committee.
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About NOODLES & COMPANY (NASDAQ:NDLS)
Noodles & Company develops and operates fast casual restaurants. The Company’s menu includes a range of cooked-to-order dishes, including noodles and pasta, soups, salads, sandwiches and appetizers. The Company has approximately 490 restaurants, including 420 Company-owned and 70 franchised locations, across 40 states, the District of Columbia and one Canadian province. The Company offers over 30 globally inspired Asian, Mediterranean and American dishes together on a single menu. The Company offers approximately 10 fresh vegetables and six proteins, including marinated steak, naturally raised pork, chicken, meatballs, shrimp and organic tofu. The Company offers Kids Meals, which includes sides, such as broccoli, carrots, fruit, applesauce and a portion of its housemade rice crispy treat. The Company’s restaurants’ locations include Arizona, California, Colorado, Delaware, New York, North Dakota, Ohio, Texas, Utah, Virginia, Washington and Wisconsin. NOODLES & COMPANY (NASDAQ:NDLS) Recent Trading Information
NOODLES & COMPANY (NASDAQ:NDLS) closed its last trading session up +0.20 at 5.95 with 218,802 shares trading hands.