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): April 18,
1997 (March 5, 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) 931-9743
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Item 5. Other Events.
Hudson's Grill of America, Inc. (the "Company"), a California
corporation based in Dallas, Texas, announced that on March 5,
1997, its Chief Financial Officer, D. Marion Wood resigned; he
will remain as a director until his term expires on May 27, 1997.
The Company also announced that on March 26, 1997, its board of
directors met and adopted several measures. First, it will
recommend for shareholder vote and approval an amendment to the
articles of incorporation that reinstates the Company's authority
to issue preferred stock.
At the 1996 annual meeting a change was made to the Company's
articles of incorporation increasing the number of authorized
shares of common stock, but the change did not include an
authorization to issue preferred stock. The directors decided to
permit the issuance of up to five million shares of preferred
stock in order to give the Company flexibility to raise capital
for internal use and also to be able to use preferred stock to buy
assets, including the future purchase of several restaurants to
use as models for prospective franchisees.
The directors also decided that the Company's annual meeting
of shareholders will be May 27, 1997, for all shareholders of
record on April 18, 1997. Additionally, the directors elected Ms.
Jane Taylor to be Treasurer of the Company. She is and has been
an employee of the Company.
The Company has been in negotiation with a Dallas office of a
stock brokerage company to help in the raising of funds for the
Company and also to assist it in the purchase of new restaurants.
The directors have been reviewing drafts of letters of intent to
employ the stock brokerage firm. The directors gave permission to
the president to execute an agreement with the brokerage company
and to permit the Company to guaranty the brokerage firm against
liability for negligence.
Pursuant to an exchange of modifications and of notes, the
Company has agreed to transfer its note from Famous Bars, Grills,
and Cafes of America, Inc. ("Famous"), as payment on the Company's
debt to Mr. Travis Bryant. Prior to the exchange of the Famous
note as payment in full to Mr. Bryant, the Company canceled
$118,221 of the Famous note in exchange for the assignment to the
Company by Famous of an additional royalty. The additional
royalty consists of two percent of the gross sales made by four
franchises formerly owned by Famous. The resulting Famous note
was for $1,150,845, and it was used to pay $1,150,845 in
obligations owed to Mr. Bryant. This exchange was made effective
December 29, 1996, and the Company will take a charge of $118,221
against general and administrative expenses for canceling the
note. The Company has already received more than $40,000 in
additional fees from the franchises sold by Famous.
The Company also announced that it had granted a six month
extension to Jackie's International, Inc.("Jackie's"), and to
Jotar, Inc. ("Jotar"), to complete their requirements and stay
current in their franchise development agreements with the
Company. Both companies were given until July 1, 1997, to
complete the required number of franchises built or under
construction, and an additional six months was added to each of
the development agreements' target completion dates. Jackie's
currently has two Hudson's Grill restaurants under contract in
Mississippi, and Jotar, Inc., has one under contract in
California. Additionally, the Company has a number of prospective
franchisees with whom it is in various stages of negotiation.
Furthermore, on March 21, 1997, the Company signed a letter of
intent with Alternate Technologies, Inc.("ATI"), a company
affiliated with Mr. Travis Bryant, to enter into a franchise
development agreement for the State of Texas. Mr. Bryant is the
originator of the Hudson's Grill concept. The territory will be
exclusive but will not include certain areas in the El Paso,
Dallas/Fort Worth, and Austin regions. Under the agreement, ATI
plans to build twenty restaurants in its territory in the next ten
years, with the first one scheduled to be operating by April 1,
1999. ATI and the Company also agreed to grant ATI the right to
be an Area Representative, giving ATI the right to offer
franchises on behalf of the Company in its Texas territory.
On April 14, 1997, Mark Myers, of Jackson, Michigan, signed a
franchise agreement with the Company on behalf of Hudson's Grill
of Jackson, Inc., a Michigan corporation. Mr. Jackson is a
principal of the new franchisee and will be building a Hudson's
Grill to be opened sometime in the Fall 1997 in Jackson, Michigan.
The new location will be near the Jackson Regional Airport. Mr.
Myers is a local businessman in Jackson and a former Little
Caesars franchisee. This is Company's first franchise in
Michigan, and it will be the first unit based on the Company's new
free standing building design.
<PAGE>
Item 7. Exhibits.
1. Press Release dated April 18, 1997, regarding the
actions of the board of directors, the payment of the Bryant note,
and the six month extension granted to Jackie's and to Jotar.
<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: April 18, 1997
HUDSON'S GRILL OF AMERICA, INC.
Registrant
s/s David L. Osborn
David L. Osborn
f\sec\970401.O01
<PAGE>
EXHIBIT A
Hudson's Grill of America, Inc. For Immediate Release
16970 Dallas Parkway Contact: Thomas A. Sacco
Suite # 402 Telephone: 972-931-9237
Dallas, Texas 75248-1928 e-mail: [email protected]
Hudson's Grill Announces its First Franchisee in Michigan, the
Resignation of its CFO, the Date of Its Annual Shareholder
Meeting, a Proposal to Permit the Issuance Of Preferred
Shares, the Payment of its Note Owed to Mr. Travis Bryant, an
Extension Granted to Two Franchise Developers, and a Letter of
Intent to Develop Various Parts of the State of Texas
Friday, April 18, 1997
Dallas, TX - Hudson's Grill of America, Inc., announced that
on April 14, 1997, Mark Myers, of Jackson, Michigan, signed a
franchise agreement with the Company on behalf of Hudson's Grill
of Jackson, Inc., a Michigan corporation. Mr. Jackson is a
principal of the new franchisee and will be building a Hudson's
Grill to be opened sometime in the Fall 1997 in Jackson, Michigan.
The new location will be near the Jackson Regional Airport. Mr.
Myers is a local businessman in Jackson and a former Little
Caesars franchisee. This is Company's first franchise in
Michigan, and it will be the first unit based on the Company's new
free standing building design. "Hudson's is very excited to have
Mark as its newest franchisee, especially considering his
background in the restaurant business," said Tom Sacco, Sr. V.P.
of Hudson's. "Also, we are looking for great results from the new
free standing building design Mark will be using."
The Company also announced that its CFO resigned on March 5,
1997. D. Marion Wood, who had been the CFO since 1993, will
remain as a director of the company until his term expires on May
27, 1997. The company also announced that its board of directors
met and adopted several measures. It has recommended that the
shareholders of the company approve and authorize the issuance of
up to five million shares of preferred stock. The company hopes
to use the preferred shares to purchase several restaurants as
models to show prospective franchisees. Also the preferred stock
may be used to raise capital for the company. In this respect,
the company also announced that it was in the process of
negotiating with a local brokerage company to assist it in the
purchase of restaurants and in the raising of capital.
The company also announced that its annual shareholders
meeting will be held on May 27, 1997, for all shareholders of
record as of April 18, 1997.
Additionally, after modifying the Famous Bars, Grills and
Cafes of America, Inc. ("Famous"), note held by the company, the
company used it to pay off its note to Mr. Travis Bryant. The
amount of the Famous note and the amount owed to Mr. Bryant was
$1,150,845 dollars. These notes were previously subject to being
offset against each other. The company will expense $118,221
against general and administrative expenses for canceling a
portion of the Famous note. In exchange for canceling a part of
the Famous note, Famous granted the company an additional two
percent royalty from four restaurants it has sold since 1995. The
company has received more than $40,000 since this arrangement was
accepted.
Because of the progress being made by two franchise
developers, Jackie's International, Inc., and Jotar, Inc., the
company agreed to extend the time needed to comply with the
franchise development agreements it has with the two developers.
Each of the two developers has Hudson's Grill restaurants under
contract. Each developer was granted an additional six months to
their development schedule.
The company also signed a letter of intent to execute an
exclusive franchise development agreement with Mr. Travis Bryant,
the originator of the Hudson's Grill concept, to build twenty
Hudson's Grill restaurant franchises over the next ten years in
Texas. Various parts of El Paso, Dallas/Fort Worth and Austin are
excluded from the exclusive territory. "Hudson's Grills is very
excited about Travis Bryant's decision to build Hudson's Grills in
Texas," said Tom Sacco, Senior Vice President of the company. "As
the originator of the Hudson's Grill concept, we know of no one
better than Travis to be able to locate, build and operate
Hudson's Grills. We look forward to his success here in Texas."
Hudson's Grills are celebrating their 13th year of operation,
and the Company is publicly traded over the counter under the
NASDAQ symbol HDSG.
