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 17,
1997 (December 1, 1997)
HUDSON'S GRILL OF AMERICA, INC.
(Exact name of Registrant as specified in its Charter)
California
(State or other jurisdiction of incorporation)
0-13642
(Commission or File Number)
95-3477313
(IRS Employer Identification Number)
16970 Dallas Parkway, Suite 402, Dallas, Texas 75248
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(972) 931-9237
<PAGE>
Item 5. Other Events.
Hudson's Grill of America, Inc. (the "Company"), a California
corporation based in Dallas, Texas, announced that it had formed a
new subsidiary called Hudson's Grill International, Inc.
("International"), and that as of December 1, 1997, most of the
Company's assets were transferred to the new subsidiary; the only
liabilities that International will assume are those associated
with the operation of its headquarters in Dallas, Texas. The
subsidiary is incorporated in Texas; the assets that formerly were
operated by the Company essentially have been transferred to the
new subsidiary. The Company plans to distribute all of the stock
of the new subsidiary to its shareholders at some time in the
future. The Company is considering registering the subsidiary's
stock with the SEC prior to distribution so that it will be
publicly tradeable by shareholders. The transfer reflects the
relocation of the Company's headquarters to Texas, where it has
been located the last four years, and by transferring the assets
to a Texas corporation, the Company will be burdened less by
California laws and regulations. In the future, after
distributing the subsidiary's stock, the Company's management
plans to recommend to the Company's shareholders that the Company
be dissolved, and instead the business of franchising and managing
Hudson's Grill assets will be continued by Hudson's Grill
International, Inc.
The Company also announced that as of December 31, 1997, it
has terminated its consulting agreement with Dalms, Inc. Any
ongoing work by Dalms, Inc., if any, will be negotiated by the
Company in the next several weeks. Dalms, Inc., provided to the
Company the services of Thomas A. Sacco, the Company's Senior Vice
President, who is also a director of the Company. Additionally,
as of November 1, 1997, the Company hired Tony Nardizzi, who will
supervise the operations of Company owned restaurants and monitor
the operations of franchised restaurants.
<PAGE>
Item 7. Exhibits.
1. Press Release dated December 15, 1997, regarding the
formation of the Company's new subsidiary and the termination of
its contract with Dalms, Inc.
<PAGE>
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.
Date: December 17, 1997
HUDSON'S GRILL OF AMERICA, INC.
Registrant
s/s David L. Osborn
David L. Osborn
f\sec\971215.O01
<PAGE>
EXHIBIT A
Hudson's Grill of America, Inc. For Immediate Release
16970 Dallas Parkway Contact: David L. Osborn
Suite # 402 Telephone: 972-931-9237
Dallas, Texas 75248-1928 e-mail: [email protected]
Hudson's Grill Announces the Formation of a New Subsidiary
And the Termination of its Contract with Dalms, Inc.
Monday, December 15, 1997
Dallas, TX - Hudson's Grill of America, Inc., announced that
on December 1, 1997, it had transferred most of its assets to
Hudson's Grill International, Inc., a new subsidiary recently
incorporated in Texas. Hudson's Grill International will only
assume a limited portion of Hudson's Grill of America's
liabilities -- i.e., those associated with the operation of its
headquarters in Dallas, Texas. Hudson's Grill International will
continue the franchising and building of Hudson's Grill
restaurants that was formerly done by Hudson's Grill of America.
Hudson's Grill of America currently plans to spin off Hudson's
Grill International to Hudson's Grill of America's shareholders
sometime next year, and it is currently contemplating registering
Hudson's Grill International's stock to enable public trading in
the stock.
The change in corporate structure reflects Hudson's Grill of
America's strong connection to Texas, where its headquarters has
been for the last four years and where its largest shareholders
reside, and the new name of its business reflects the
international scope of its business. Once Hudson's Grill
International is successfully spun off to its shareholders,
management plans to recommend to its shareholders that they vote
to dissolve what is left of Hudson's Grill of America.
Hudson's Grill also announced that as of December 31, 1997,
it had terminated its consulting agreement with Dalms, Inc., which
had provided the services of Thomas A. Sacco, Senior Vice
President and Director, to the company. Dalms, Inc., may continue
providing services to Hudson's Grill on a commission or hourly
basis, and talks are underway between Hudson's Grill and Dalms to
see if an understanding can be made. Hudson's Grill International
has hired Tony Nardizzi, who will supervise the operations of
company owned restaurants and monitor the operations of franchised
restaurants.
Hudson's Grills of America is celebrating its 13th year of
operation, and the company is publicly traded over the counter
under the NASDAQ symbol HDSG.
