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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 24, 1999
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Date of Report (Date of earliest event reported)
MEXICAN RESTAURANTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Texas 000-28234 76-0493269
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(State of Organization) (Commission File Number) (IRS Employer Identification No.)
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1135 Edgebrook
Houston, TX 77034-1899
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(Address of Registrant's Principal Executive Office) (Zip Code)
(713) 943-7574
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 24, 1999, Casa Ole Restaurants, Inc. (the "Company") changed its
name to Mexican Restaurants, Inc. following approval by the shareholders of the
Company at its Annual Meeting of Shareholders on May 18, 1999.
Copies of the Articles of Amendment to the Articles of Incorporation
reflecting the name change and the Company's press release announcing the name
change are filed as exhibits to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index following the signature page of this report, which is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEXICAN RESTAURANTS, INC.
(formerly known as Casa Ole Restaurants, Inc.)
By: /s/ ANDREW J. DENNARD
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Name: Andrew J. Dennard
Title: Vice President & Chief Financial Officer
Date: May 25, 1999
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Exhibit
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3.1 Articles of Amendment to the Articles of Incorporation for
Casa Ole Restaurants, Inc.
99.1 Press Release of Mexican Restaurants, Inc. (formerly known as
Casa Ole Restaurants, Inc.) dated May 24, 1999.
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EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CASA OLE RESTAURANTS, INC.
---oOo---
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its articles of incorporation:
ARTICLE ONE
The name of the corporation is CASA OLE RESTAURANTS, INC.
ARTICLE TWO
The amendment to the articles of incorporation was adopted by the
shareholders of CASA OLE RESTAURANTS, INC. at the annual Meeting of the
Shareholders of the corporation on May 18, 1999. The amendment changes article
one of the original articles of incorporation, which shall read in its entirety
as follows:
"The name of the corporation is Mexican Restaurants, Inc."
ARTICLE THREE
The number of shares of the corporation outstanding at the time of such
adoption was 3,597,705 and the number entitled to vote therein was 3,597,705
shares of the corporation's common stock.
ARTICLE FOUR
The number of shares voted in favor of the amendment to the articles of
incorporation was 3,264,379 and the number of shares voted against the amendment
to the articles of incorporation was 2,401.
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IN WITNESS WHEREOF, the undersigned Corporation has caused its duly
authorized officers to execute this Amendment this 21st day of May, 1999.
CASA OLE RESTAURANTS, INC.
By: /s/ ANDREW J. DENNARD
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Name: Andrew J. Dennard
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Title: Vice President & Chief Financial Officer
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ARTICLES OF INCORPORATION [STAMP]
OF
CASA OLE RESTAURANTS, INC.
---oOo--
ARTICLE ONE
The name of the corporation is CASA OLE RESTAURANTS, INC.
ARTICLE TWO
The period of duration of the corporation is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is to engage in the
transaction of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
Authorized Shares. The aggregate number of shares of capital stock that the
corporation shall have authority to issue is twenty-one million (21,000,000)
shares, of which twenty million (20,000,000) shares shall be designated as
"Common Stock," $.01 par value per share, and one million (1,000,000) shares
shall be designated as "Preferred Stock," $.01 par value per share.
Common Stock
1. Dividends. Subject to the preferential rights, if any, of the
Preferred Stock, the holders of shares of Common Stock shall be
entitled to receive, when and if declared by the Board of Directors,
out of the assets of the corporation that are by law available
therefor, dividends payable either in cash, in property, or in shares
of Common Stock or other securities of the corporation.
2. Voting Rights. At every annual or special meeting of shareholders of
the corporation, every holder of Common Stock shall be entitled to one
vote, in person or by proxy, for each share of Common Stock standing
in such holder's name on the books of the corporation.
3. Priority of Preferred Stock. All of the Common Stock is subject to
all the powers, rights, privileges, preferences, and priorities of the
Preferred Stock as
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may be stated herein and as shall be stated and expressed in any
resolution or resolutions adopted by the Board of Directors providing
for the issuance of any class or series of Preferred Stock, in
accordance with the authority expressly granted to and vested in it by
the provisions of this ARTICLE FOUR.
4. Liquidation, Dissolution, or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of
the affairs of the corporation, after payment or provision for payment
of the debts and other liabilities of the corporation and of the
preferential amounts, if any, to which the holders of Preferred Stock
may be entitled, the holders of all outstanding shares of Common Stock
shall be entitled to share ratably in the remaining net assets of the
corporation.
5. Preferred Stock. The Board of Directors is hereby authorized to
establish, from time to time by resolution or resolutions, one or more
classes or series of Preferred Stock and to fix and determine the
designations, preferences, limitations, and relative rights, if any,
including voting rights, if any, with respect to each such class or
series of Preferred Stock and the number of shares constituting each
such class or series and to increase or decrease the number of shares
of any such class or series to the extent permitted by the Texas
Business Corporation Act, as amended from time to time.
ARTICLE FIVE
The corporation will not commence business until it has received
consideration of the value of at least One Thousand Dollars ($1,000),
consisting of money, labor done, or property actually received for the issuance
of shares.
ARTICLE SIX
The street address of the registered office of the corporation is 811
Dallas Avenue, Houston, Texas 77002, and the name of its registered agent at
such address is CT System.
ARTICLE SEVEN
The number of directors constituting the Board of Directors shall be fixed
in the manner provided in the bylaws of the corporation. The initial Board of
Directors shall consist of five (5) directors, and the name and address of each
person who is serving as an initial director of the corporation until the first
annual meeting of the shareholders and until such person's successor is duly
elected and qualified are as follows:
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Name Address
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Louis P. Neeb 6914 Hillpark Drive
Dallas, TX 75230
Larry N. Forehand 1135 Edgebrook
Houston, TX 77034-1899
Patrick A. Morris 1135 Edgebrook
Houston, TX 77034-1899
John Textor Phillips Point-West Tower
777 South Flagler Drive
Suite #800
West Palm Beach, FL 33401
Michael D. Domec 1135 Edgebrook
Houston, TX 77034-1899
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Commencing with the first annual meeting of shareholders, the directors
shall be divided into three classes, designated Class I, Class II, and Class
III. The number of directors in each class shall be the whole number contained
in the quotient arrived at by dividing the authorized number of directors by
three, and if a fraction is also contained in such quotient, then if such
fraction is one-third (1/3) the extra director shall be a member of Class III
and if the fraction is two-thirds (2/3) one of the extra directors shall be a
member of Class III and the other shall be a member of Class II. The term of
office of directors elected to each class at the first annual meeting of
shareholders shall expire as follows: Class I shall expire at the 1997 annual
meeting of shareholders, Class II shall expire at the 1998 annual meeting of
shareholders, Class III shall expire at the 1999 annual meeting of shareholders.
At each annual meeting of shareholders following the first annual meeting of
shareholders, directors shall be elected to succeed those directors whose terms
expire at such meeting, and the directors elected at such meeting shall be
elected for a term of office to expire at the third succeeding annual meeting of
shareholders after their election. All directors shall hold office until the
annual meeting of shareholders for the year in which their term expires and
until their successors are duly elected and qualified or until their earlier
death, resignation, disqualification, or removal.
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ARTICLE EIGHT
No shareholder shall have, as a shareholder of the corporation, any
preemptive right to acquire any additional, unissued, or treasury shares of
any class of stock of the corporation, whether now or hereafter authorized, or
any other securities convertible into or carrying any right to subscribe to or
acquire shares of any class of stock of the corporation.
ARTICLE NINE
Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.
ARTICLE TEN
Any action required or permitted by law to be taken at any annual, regular,
or special meeting of shareholders may be taken only upon the vote of the
shareholders at an annual, regular, or special meeting duly called or by consent
or consents in writing, setting forth the action so taken, signed by the holder
or holders of all the shares entitled to vote with respect to the action that is
the subject of the consent.
ARTICLE ELEVEN
Special meetings of the shareholders may be called at any time only by the
Board of Directors, the Chief Executive Officer, the corporation's President, or
the holders of not less than 33-1/3% of the shares entitled to vote at the
proposed special meeting.
ARTICLE TWELVE
The corporation shall indemnify any person who was, is, or is threatened to
be made a named defendant or respondent in a proceeding (as hereinafter defined)
because the person (a) is or was a director or officer of the corporation or (b)
while a director or officer of the corporation, is or was serving at the request
of the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent that a corporation may
grant indemnification to a person serving in such capacity under the Texas
Business Corporation Act, as the same exists or may hereafter be amended.
Such right shall be a contract right and shall include the right to be paid
by the corporation for all expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as
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the same exists or may hereafter be amended. If a claim for indemnification or
advancement of expenses hereunder is not paid in full by the corporation within
90 days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expenses of prosecuting such claim. It
shall be a defense to any such action that such indemnification or advancement
of costs of defense is not permitted under the Texas Business Corporation Act,
but the burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its Board of Directors or any committee
thereof, special legal counsel, or shareholders) to have made its determination
prior to the commencement of such action that indemnification of, or advancement
of costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the corporation (including its Board of Directors or any
committee thereof, special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible.
The corporation additionally may indemnify any person covered by the grant
of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such
an action, suit, or proceeding.
ARTICLE THIRTEEN
A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this ARTICLE THIRTEEN does not eliminate or
limit the liability of a director to the extent the director is found liable
for:
(a) a breach of the director's duty of loyalty to the corporation or
its shareholders;
(b) an act or omission not in good faith that constitutes a breach of
duty of the director to the corporation or an act or, omission, that
involves intentional misconduct or a knowing violation of the law;
(c) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken within
the scope of the director's office; or
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(d) an act or omission for which the liability of a director Is
expressly provided by an applicable statute.
Neither the amendment nor repeal of this ARTICLE THIRTEEN nor the adoption
of any provision of these Articles of Incorporation inconsistent with this
ARTICLE THIRTEEN shall eliminate or reduce the effect of this ARTICLE THIRTEEN
in respect of any matter occurring, or any cause of action, suit or claim that
but for this ARTICLE THIRTEEN would accrue or arise, prior to such amendment,
repeal, or adoption of any inconsistent provision. If the Texas Business
Corporation Act or the Texas Miscellaneous Corporation Laws Act or any successor
acts to either of such acts is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by to Texas Business Corporation Act or the Texas Miscellaneous
Corporation Laws Act or any successor acts to either of such acts, as so amended
from time to time.
ARTICLE FOURTEEN
Incorporator. The name and address of the incorporator are Elizabeth Baier,
2200 Ross Avenue, Suite 2200, Dallas, Texas 75201-6776.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of February,
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1996.
/s/ ELIZABETH BAIER
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Elizabeth Baier, Incorporator
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STATEMENT OF CONSENT
OF
CASA OLE, INC.
To: The Secretary of State of Texas:
On behalf of Casa Ole, Inc., a Texas corporation, the undersigned hereby
gives to Casa Ole Restaurants, Inc., an affiliated entity, unequivocal consent
to use such name in connection with any and all activities conducted by it in
the State of Texas and consents to the use of such name in the Articles of
Incorporation that Casa Ole Restaurants, Inc. plans to file with the Secretary
of State of Texas.
EXECUTED as of the 15th day of February, 1996.
CASA OLE, INC.
By: /s/ LARRY N. FOREHAND
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Larry N. Forehand, President
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EXHIBIT 99.1
MONDAY MAY 24, 5:37 PM EASTERN TIME
COMPANY PRESS RELEASE
CASA OLE RESTAURANTS INC. CHANGES ITS NAME TO MEXICAN RESTAURANTS INC.
HOUSTON--(BUSINESS WIRE)--May 24, 1999--Casa Ole Restaurants Inc. (Nasdaq:CASA -
news) today announced that it changed its name to Mexican Restaurants Inc. The
Company's NASDAQ trading symbol will remain "CASA."
On May 18, 1999, the Company's Board of Directors recommended and its
shareholders approved a change in the Company's name to Mexican Restaurants Inc.
The Company's operating tag line will be "Home of your favorite Mexican
restaurant." The Company operates and franchises Casa Ole, Monterey's Tex-Mex
Cafe and Monterey's Little Mexico, Tortuga Cantina and La Senorita. Lou Neeb,
the Company's CEO and Chairman of the Board stated, "This change will more fully
reflect the Company's ongoing strategy of growing by careful new restaurant
development in existing markets, coupled with opportunistic acquisitions of
proven Mexican restaurant companies. The previous acquisition of Monterey's
Acquisition Corp. and La Senorita Restaurants reflects this aspect of the
Company's strategic development strategy."
Mexican Restaurants Inc. operates and franchises 90 Mexican restaurants. The
current system includes 54 Company-operated restaurants and 36
franchisee-operated restaurants.
Special Note Regarding Forward-Looking Statements
Certain statements in this release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties and other facts which may cause the actual results,
performance or achievements of Casa Ole Restaurants, Inc., its area developers,
market partners, franchisees and Casa Ole restaurants to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: general economic and business conditions; competition; success of
operating initiatives; development and operating costs; area developers'
adherence to development schedules; advertising and promotional efforts; brand
awareness; adverse publicity; acceptance of new product offerings; consumer
trial and frequency; availability, locations and terms of sites for store
development; changes in business strategy or development plans; quality of
management; availability, terms and development of capital; business abilities
and judgment of personnel; availability of qualified personnel; food, labor and
employee benefit costs; changes in, or the failure to comply with government
regulations; regional weather conditions; construction schedules; and other
factors referenced in the Company's 1998 Annual Report and Form 10-K. The use in
this release of such words as "believes", "anticipates", "expects", "intends"
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. The success of the
Company is dependent on the efforts of the Company, its employees and its area
developers, market partners, and franchisees and the manner in which they
operate and develop stores.
Contact:
Mexican Restaurants Inc., Houston
Andrew J. Dennard, 713/943-7574
