NOBLE ROMANS INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☐
Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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NOBLE ROMAN’S, INC.
(Name
of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
Title of each class of securities to which the
transaction applies:
(2)
Aggregate number of securities to which
transaction applies:
(3)
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
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Fee paid previously with preliminary materials.
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Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
Amount
previously paid:
(2)
Form,
Schedule or Registration No.:
(3)
Filing
Party:
(4)
Date
Filed:
NOBLE ROMAN’S, INC.
ONE VIRGINIA AVENUE, SUITE 300
INDIANAPOLIS, INDIANA 46204
(317) 634-3377
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 2017
To the
Shareholders of Noble Roman’s, Inc.:
We are
hereby notifying you that a special meeting of the shareholders of
Noble Roman’s, Inc., an Indiana corporation (“Noble
Roman’s” or the “Company”), will be held at
11:00 a.m. local time on January 19, 2017, at Noble Roman’s,
Inc. Corporate Headquarters, One Virginia Avenue, Suite 300,
Indianapolis, Indiana 46204 (the “Special Meeting”),
for the following purposes:
1.
To vote upon a
proposal to adopt an amendment to the Company’s Articles of
Incorporation, as amended, to increase the number of authorized
shares of the Company’s common stock, without par value
(“Common Stock”), from 25,000,000 shares to 40,000,000
shares; and
2.
To transact any
other business that is properly brought before the Special Meeting
or any adjournment or postponement thereof.
Noble
Roman’s board of directors recommends the approval of the
proposal being presented at the Special Meeting as being in the
best interest of the Company and its shareholders. Noble
Roman’s board of directors has fixed the close of business on
December 1, 2016 as the record date to determine the shareholders
who are entitled to notice of, and to vote at, the Special Meeting
(the “Record Date”). Only holders of record of Noble
Roman’s Common Stock at the close of business on the Record
Date will be entitled to notice of, and to vote at, the Special
Meeting or any adjournment or postponement thereof.
The
proxy statement of the Company is being mailed along with a proxy
card simultaneously herewith. This proxy statement is deemed
incorporated by reference in and forms a part of this notice.
Please read carefully this proxy statement as it summarizes the
information that you need to know in order to submit your proxy or
cast your vote at the Special Meeting.
Your
vote is important to the Company and the Company’s business.
Whether or not you plan to attend the annual meeting in person,
please promptly complete, sign, date and return the enclosed proxy
card in the enclosed envelope, which requires no postage if mailed
in the United States. You may revoke your proxy in the manner
described in the proxy statement at any time before the proxy has
been voted at the Special Meeting. If you sign and send in your
proxy card and do not indicate how you want to vote, your proxy
will be counted as a vote “FOR” the matters considered
at the Special Meeting.
Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting of Shareholders to be held on January 19, 2017
– the Company’s Proxy Statement is available at
www.nobleromans.com under the heading “Investor
Relations.”
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By
Order of the Board of Directors of Noble Roman’s,
Inc.
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December 7,
2016
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By:
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/s/
Paul W.
Mobley
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Paul W.
Mobley
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Executive Chairman
and Chief Financial Officer
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TABLE OF CONTENTS
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General
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1
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| Purpose of Special Meeting |
1
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Board Recommendation
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1
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Record Date for Voting and Shares
Outstanding
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2
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Quorum
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2
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Required
Vote
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2
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Discretionary
Proposal
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2
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How to
Vote
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2
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Revocability of
Proxies
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3
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Solicitation of
Proxies
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3
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Proposal
One: Approval of Amendment to Articles of Incorporation to Increase
Authorized Shares of Common Stock
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4
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Principal Shareholders and Security
Ownership of Management
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6
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Shareholder Proposals for 2017 Annual
Meeting
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7
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Other
Matters
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8
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Appendix A: Articles of Amendment of the Articles of
Incorporation
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A-1
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NOBLE ROMAN’S, INC.
ONE VIRGINIA AVENUE, SUITE 300
INDIANAPOLIS, INDIANA 46204
(317) 634-3377
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 2017
GENERAL
This
proxy statement is furnished in connection with the solicitation of
proxies by the board of directors of Noble Roman’s, Inc., an
Indiana corporation (“Noble Roman’s”,
“we”, “our”, “us” or the
“Company”), for use at the special meeting of
shareholders to be held on January 19, 2017, at 11:00 a.m., local
time, at Noble Roman’s, Inc. Corporate Headquarters, One
Virginia Avenue, Suite 300, Indianapolis, Indiana 46204 (the
“Special Meeting”) and at any adjournment or
postponement thereof. This proxy statement, the notice of special
meeting and the accompanying proxy form were first mailed to the
holders of our common stock on or about December 7,
2016.
PURPOSE OF THE SPECIAL MEETING
The
purpose of the Special Meeting is for Noble Roman’s
shareholders to consider and vote upon:
1.
A proposal to adopt
an amendment to the Articles of Incorporation, as amended (the
“Articles of Incorporation”), to increase the number of
authorized shares of the Company’s common stock, without par
value (“Common Stock”), from 25,000,000 shares to
40,000,000 shares (the “Amendment”); and
2.
Such other business
that is properly brought before the Special Meeting or any
adjournment or postponement thereof.
The
changes to the Articles of Incorporation that would be enacted if
the Amendment is adopted are set forth in Appendix A to this proxy
statement.
BOARD RECOMMENDATION
The
board of directors of the Company recommends a vote
“FOR” the proposal to amend the Articles of
Incorporation to increase the number of authorized shares of Common
Stock from 25,000,000 shares to 40,000,000 shares (“Proposal
One”).
1
RECORD DATE FOR VOTING AND SHARES OUTSTANDING
Only
holders of record of Noble Roman’s Common Stock at the close
of business on December 1, 2016 (the “Record Date”)
will be entitled to notice of, and to vote at, the Special Meeting
or any adjournment or postponement thereof. Holders of Common Stock
on the Record Date are entitled to one vote for each share held on
each matter to be voted upon at the Special Meeting. As of the
Record Date, 20,783,032 shares of our Common Stock were issued and
outstanding and there were approximately 263 holders of record of
our Common Stock.
QUORUM
The
Company’s Amended and Restated By-Laws (the
“By-Laws”) provide that the holders of a majority of
the Company’s outstanding shares of stock entitled to vote at
the meeting, present in person or represented by proxy shall
constitute a quorum for the transaction of business at the meeting.
Abstentions and “broker non-votes” will be counted as
present for the purpose of determining the presence of a
quorum.
REQUIRED VOTE
The
Amendment as provided in Proposal One will be approved if the votes
cast favoring Proposal One (“FOR” vote) exceed the
votes cast opposing Proposal One. You may vote for, against, or
abstain on the Amendment. An abstention will not count as a vote
against Proposal One.
DISCRETIONARY PROPOSAL
If you
are the beneficial owner and hold your shares in street name and do
not provide your bank, broker or other nominee that holds your
shares with voting instructions, the bank, broker or other nominee
will determine if it has the discretionary authority to vote on the
particular matter. Your bank, broker or other nominee may vote your
shares in its discretion on “routine” matters. The
proposal to be considered at the Special Meeting is considered a
“routine” matter. This means that your bank, broker or
other nominee may vote in its discretion on Proposal One on your
behalf if you have not furnished voting instructions.
HOW TO VOTE
If your
shares are registered directly in your name on the Company’s
books you are considered a shareholder of record with respect to
those shares, and the notice of Special Meeting was sent to you
directly by the Company. As the shareholder of record, you have the
right to vote the shares in person or submit a proxy to have them
voted at the Special Meeting.
If your
shares are held in a brokerage account, bank, broker-dealer, trust
or similar organization, you are considered the beneficial owner of
those shares held in street name, and the notice of Special Meeting
was forwarded to you by that organization. As the beneficial owner,
you may also submit a proxy or cause your shares to be voted by
following the voting instruction form provided. Under the rules
that govern brokers who are voting shares held in street name,
brokers have the discretion to vote those shares on
“routine” matters, such as Proposal One. If your shares
are held in street name, you may not vote your shares in person at
the Special Meeting unless you obtain a “legal proxy”
from the broker or nominee that holds the shares giving you the
right to vote the shares at the Special Meeting.
2
Your
vote is very important to us and we hope that you will attend the
Special Meeting. However, whether or not you plan to attend the
Special Meeting, please vote by proxy in accordance with the
instructions on your proxy card or voting instruction form (from
your broker or other intermediary).
REVOCABILITY OF PROXIES
If you
are a shareholder of record and executed a proxy, you may revoke
your proxy and change your vote at any time before the Special
Meeting by: (1) delivering to us another proxy bearing a later
date; (2) submitting written notice of the revocation to our
corporate secretary; or (3) personally appearing at the Special
Meeting and casting a contrary vote.
Beneficial owners
of our Common Stock who are not holders of record and wish to
revoke their proxies should contact their bank, brokerage firm or
other custodian, nominee or fiduciary to inquire about how to
revoke their proxies, and may not revoke their proxies by one of
the methods set forth above.
SOLICITATION OF PROXIES
We will
bear the entire expense of soliciting proxies. Proxies will be
solicited by mail initially. Our directors, officers and employees
also may solicit proxies personally or by telephone or other means,
but they will not be specially compensated for such services.
Certain holders of record, such as brokers, custodians and
nominees, may be requested to distribute proxy materials to
beneficial owners and will be reimbursed by us for their reasonable
expenses incurred in sending proxy materials to beneficial
owners.
3
PROPOSAL ONE
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED SHARES OF COMMON STOCK
Currently, the
Company’s Articles of Incorporation authorize the issuance of
up to 25,000,000 shares of Common Stock. The Company has not sought
to authorize additional shares of Common Stock under the Articles
of Incorporation since 2000.
The
board of directors of the Company recommends that shareholders of
the Company approve an amendment to Article V of the Articles of
Incorporation to increase Noble Roman’s number of authorized
shares of Common Stock from 25,000,000 shares to 40,000,000 shares.
The additional shares of Common Stock would have rights identical
to the currently outstanding shares of Common Stock. The board of
directors of the Company directed that the Amendment be submitted
for approval by shareholders at a Special Meeting. The Amendment
will be approved if the votes cast favoring Proposal One
(“FOR” vote) exceed the votes cast opposing Proposal
One.
As of
the Record Date, 20,783,032 shares of Common Stock were issued and
outstanding and an aggregate of 2,997,667 shares were reserved for
issuance under our existing equity compensation plans.
As
previously disclosed in the Company’s Current Report on Form
8-K filed November 8, 2016, the Company issued certain convertible
promissory notes (the “Notes”) in an aggregate
principal amount of $950,000 and warrants (the
“Warrants”) to purchase up to 950,000 shares of the
Common Stock to certain accredited investors, including Paul W.
Mobley, the Company’s Executive Chairman, Chief Financial
Officer and a director of the Company, and Herbst Capital
Management, LLC, the principal of which is Marcel Herbst, a
director of the Company. The Company may issue additional Notes of
up to $1,050,000 and additional Warrants to purchase up to
1,050,000 shares of Common Stock. The Notes are convertible at any
time into Common Stock at a conversion price of $0.50 per share
(subject to anti-dilution adjustment). Subject to certain
limitations, upon 30 days’ notice the Company may require the
Notes to be converted into Common Stock if the daily average
weighted trading price of the Common Stock equals or exceeds $1.50
per share for a period of 30 consecutive trading days. The Warrants
expire three years from the date of issuance and provide for an
exercise price of $1.00 per share of Common Stock (subject to
anti-dilution adjustment). Subject to certain limitations, the
Company may redeem the Warrants at a price of $0.001 per share of
Common Stock subject to the Warrant upon 30 days’ notice if
the daily average weighted trading price of the Common Stock equals
or exceeds $2.00 per share for a period of 30 consecutive trading
days. Divine Capital Markets LLC served as the placement agent for
the offering of the Notes and Warrants (the “Placement
Agent”). The Company also has agreed to issue to the
Placement Agent a Warrant to purchase up to 10% of the aggregate
shares of Common Stock represented by the investors’ Warrants
at an exercise price per share equal to $1.20. The Company believes
the issuance of the Notes and Warrants were beneficial market-based
capital transactions that provided the Company with significant
capital resources to pursue its business plan.
4
By
their terms, the Notes and Warrants require the Company to reserve
approximately 6,000,000 shares of Common Stock for issuance
pursuant to such instruments. Without the increase in authorized
shares provided by the Amendment, the Company does not currently
have sufficient shares authorized to (1) reserve the shares
issuable upon conversion or exercise of the Notes and Warrants, as
the case may be, (2) pursue opportunities described below using
Noble Roman’s Common Stock and (3) enter into certain other
transactions that the board of directors of the Company may
determine are in the best interests of the Company and its
shareholders.
In
addition to providing a sufficient number of shares for issuance
pursuant to the Notes and Warrants, the Amendment is intended to
provide the Company with greater flexibility in considering and
planning for future corporate needs, such as future financings,
compensation plans, business acquisitions, potential strategic
transactions and other general corporate purposes from time to time
as the board of directors of the Company may approve. For example,
the Company could issue additional shares of Common Stock in the
future in connection with one or more of the
following:
●
Acquisitions;
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Partnerships,
collaborations and other similar transactions;
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Financing
transactions, such as public or private offerings of Common Stock
or convertible securities;
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Debt or equity
restructuring or refinancing transactions;
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Stock dividends;
or
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Any other proper
corporate purposes;
in each
case, subject to any additional shareholder approval required by
applicable law.
An
increase in the number of authorized shares of our Common Stock may
make it more difficult to, or discourage an attempt to, obtain
control of our Company by means of a takeover bid that the board of
directors of the Company determines is not in our best interest or
that of our shareholders. However, the board of directors of the
Company does not intend or view the proposed increase in the number
of authorized shares of our Common Stock as an anti-takeover
measure.
As to
the general effect upon the rights of existing shareholders,
holders of Common Stock of the Company do not have preemptive
rights to subscribe to additional securities which may be issued by
the Company. Additionally, the Amendment will not affect the number
of shares of preferred stock authorized, which is 5,000,000
shares.
If the
Amendment is approved by the shareholders at the Special Meeting,
the Articles of Amendment will be filed with the Secretary of State
of the State of Indiana to effect the Amendment as soon as
practicable after the Special Meeting. The form of the Articles of
Amendment that would be enacted if the Amendment is adopted is set
forth in Appendix A to this proxy statement.
5
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of
the most recent practicable date, there were 20,783,032 shares of
the Company’s Common Stock outstanding. The following table
sets forth certain information regarding the beneficial ownership
of Common Stock as of the most recent practicable date, November
14, 2016, by: (a) each person or entity known to the Company to be
the beneficial owner of more than five percent of the outstanding
shares of Common Stock, based upon Company records or statements
filed with the Securities and Exchange Commission; (b) each of the
Company’s directors; (c) each of the Company’s named
executive officers; and (d) all of the Company’s executive
officers and directors as a group
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Name
of
Beneficial Owner
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Number of
Shares
Beneficially
Owned (1)
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Percent
of
Common
Stock(2)
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Paul W.
Mobley
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3,529,368
(3)
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15.8
%
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A. Scott
Mobley
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1,601,245
(4)
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7.5
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Douglas H.
Coape-Arnold
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424,239
(5)
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2.0
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Marcel
Herbst
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1,235,000
(6)
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5.8
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James
Bales
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125,000
(7)
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*
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Troy
Branson
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450,000
(8)
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2.2
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All executive
officers and
directors as a
group (6 persons)
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7,364,852
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30.3
%
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_____________________________________
*Less
than one percent
(1)
All shares owned
directly with sole investment and voting power, unless otherwise
noted.
(2)
The percentage
calculations are based upon 20,783,032 shares of the
Company’s common stock issued and outstanding as of the most
recent practicable date and, for each officer or director of the
group, the number of shares subject to options, warrants or
conversion rights.
(3)
The total includes
1,273,333 shares of common stock subject to options granted under a
stock option plan, 200,000 shares issuable upon conversion of
convertible notes and 100,000 shares issuable upon exercise of
warrants. Mr. Mobley’s address is One Virginia Avenue, Suite
300, Indianapolis, IN 46204.
6
(4)
The total includes
608,334 shares of common stock subject to options granted under a
stock option plan. Mr. Mobley’s address is One Virginia
Avenue, Suite 300, Indianapolis, IN 46204.
(5)
The total includes
410,000 shares of common stock subject to options granted under a
stock option plan.
(6)
The total includes
35,000 shares of common stock subject to options granted under a
stock option plan, 400,000 shares issuable upon conversion of
convertible notes and 200,000 shares issuable upon exercise of
warrants.
(7)
The total includes
105,000 shares of common stock subject to options granted under a
stock option plan.
(8)
The total includes
155,000 shares of common stock subject to options granted under a
stock option plan.
SHAREHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING
If a
shareholder wishes to have a proposal included in Noble
Roman’s proxy statement for an annual meeting, the
shareholder must satisfy the requirements established under our
By-Laws and the requirements established by the Securities and
Exchange Commission. Rule 14a-8 under the Securities Exchange Act
of 1934, as amended, requires that shareholders requesting to have
a proposal included in Noble Roman’s proxy statement for an
annual meeting of shareholders must submit their proposal in
writing to the Company at least 120 days before the anniversary
date of the date Noble Roman’s proxy statement was released
to shareholders for the prior year’s annual meeting.
Therefore, any shareholder requesting to submit a proposal for
inclusion in Noble Roman’s proxy statement for the 2017
annual shareholders’ meeting must deliver a proposal to the
Secretary of the Company no later than December 30,
2016.
Any
shareholder of the Company eligible to vote may also make
shareholder proposals and nominations for the 2017 annual meeting
outside of the process described above for proposals subject to
Rule 14a-8. In order to be considered at the 2017 annual
meeting, all shareholder proposals, nominations and notifications
submitted outside of the process described above for proposals
subject to Rule 14a-8 must (1) comply with the procedures set forth
in the Company’s By-Laws, and (2) be delivered to the
Secretary of the Company no earlier than March 9, 2017 and no later
than April 8, 2017.
7
OTHER MATTERS
The
board of directors of the Company does not intend to bring any
matter before the meeting other than as stated in this proxy
statement, and the Company is not aware that any other matters will
be presented for action at the meeting. If any other matter
properly comes before the meeting, the persons named in the
enclosed form of proxy will vote the proxy with respect thereto in
accordance with their best judgment, pursuant to the discretionary
authority granted by the proxy. However, consistent with the
Company’s By-Laws, the agenda for the Special Meeting is set
and no additional matters may be submitted for consideration by our
shareholders at the meeting, other than procedural issues such as
adjournment, postponement or continuation. Whether or not you plan
to attend the Special Meeting in person, please complete, sign,
date and return the enclosed proxy form promptly.
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By:
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/s/
Paul W.
Mobley
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Paul W.
Mobley,
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Executive Chairman
and Chief Financial Officer
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December 7,
2016
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Indianapolis,
Indiana
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8
APPENDIX A
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED SHARES OF COMMON STOCK (PROPOSAL ONE)
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NOBLE ROMAN’S, INC.
Pursuant to I.C. 23-1-38-1
et
seq.
of
the Indiana Business Corporation Law
The
undersigned officer of Noble Roman’s, Inc. (the
“Corporation”), an Indiana Corporation incorporated on
September 21, 1972 and existing under and pursuant to the
provisions of the Indiana Business Corporation Law, as amended (the
“Act”), desiring to give notice of corporate action
effectuating amendment of certain provisions of its Articles of
Incorporation, does hereby certify the following
facts:
FIRST:
The exact text of Article V, Section 1 of the Corporation’s
Articles of Incorporation shall read as follows:
Section 1
.
Number
. The total number of
shares which the Corporation has authority to issue is 40,000,000
shares without par value.
SECOND:
The exact text of Article V, Section 2, Paragraph 1 of the
Corporation’s Articles of Incorporation shall read as
follows:
1. The
class and number of shares within each class which the Corporation
has authority to issue is 40,000,000 shares of common stock and
5,000,000 shares of preferred stock.
THIRD:
Each Amendment was duly adopted by the shareholders of the
Corporation on January 19, 2017.
FOURTH:
The shareholders of the Corporation entitled to vote in respect to
the amendments adopted the proposed amendments. The amendments were
adopted by the vote of the shareholders of the Corporation during a
Special Meeting called by the Board of Directors. The result of
such vote is as follows:
FIFTH:
The manner of the adoption of the Articles of Amendment and the
vote by which they were adopted constitute full legal compliance
with the provisions of the Act, the Articles of Incorporation and
the By-Laws of the Corporation.
IN
WITNESS WHEREOF, the Corporation has caused this Articles of
Amendment to be signed by a duly authorized officer of the
Corporation as of ______________.
Paul W.
Mobley,
Executive Chairman
and Chief Financial Officer
A-1
NOBLE ROMAN’S, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The
undersigned hereby appoints A. Scott Mobley and Douglas
Coape-Arnold , and each of them, with or without the other, true
and lawful attorney(s), with full power of substitution for the
undersigned and in the name, place and stead of the undersigned, to
vote as designated below all of the shares of Common Stock, without
par value, of Noble Roman’s, Inc. that the undersigned is
entitled to vote at the January 19, 2017 Special Meeting of
Shareholders of Noble Roman’s, Inc. to be held at the Noble
Roman’s, Inc., One Virginia Avenue, Suite 300, Indianapolis,
Indiana 46204, at 11:00 a.m., local time, January 19, 2017, and at
any adjournment or postponement thereof.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK TO
40,000,000:
1.
Adopt
an amendment to the Articles of Incorporation, as amended, to
increase the number of authorized shares of the Common Stock,
without par value, from 25,000,000 shares to 40,000,000
shares
[
] FOR [ ] AGAINST [ ] ABSTAIN
This
proxy also may be voted, in the discretion of the proxies, on any
matter that may properly come before the meeting and any
adjournment or postponement thereof.
This
proxy, when properly executed will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made,
this proxy will be voted “FOR” the proposal listed
above.
The
undersigned acknowledges receipt of the Notice of the Special
Meeting and the Proxy Statement.
Dated
this 7th day of December, 2016.
PLEASE DATE, SIGN AND MAIL PROMPTLY IN THE ENCLOSED
ENVELOPE.
Date_____________________________
Signature_________________________
Please
date and sign in the exact name in which you own Noble
Roman’s, Inc. Common Stock. Executors, administrators,
trustees and others acting in a representative or fiduciary
capacity should so indicate when signing.
TABLE OF CONTENTS