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): July 21,
1997 (February 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 at a Board of
Directors meeting held on July 14, 1997, the Board voted to fill a
vacancy on the Board. The Board elected Robert W. Fischer, Esq.,
the Company's outside legal counsel, as a new director. Mr.
Fischer has been the Company's outside counsel since 1993. He is
a partner in the law firm of Fischer & Sanger and has represented,
operated, and invested in numerous restaurant companies since
1983. Besides Hudson's, for example, he has been involved in the
former 8.0. Bar, Inc., Nostromo, Inc., Tango Bar, Inc., and
Memphis, Inc., which are restaurants and bars that have or are
operating in or out of the Dallas, Texas, area. Mr. Fischer is
also a C.P.A. and a shareholder of the Company.
The Company announced that it was about to sign a franchise
agreement for a franchise in Abingdon, Virginia, with a planned
opening before Christmas 1997. The Company's franchisee in
Guatemala City, Guatemala, plans to open the Guatemala City
Hudson's Grill in August 1997.
The Company also announced that Mike Miller and the Company
had mutually agreed to terminate the contract of sale for the
Hudson's Grill in Westlake, California. A subsidiary or affiliate
of the Company will operate the restaurant until a new buyer is
found. The Company's franchise development and area
representation agreements with Dr. S.L. Sethi and with Jotar,
Inc., are being terminated because neither developer has built or
is building the required number of franchised restaurants.
In May 1997 the Hudson's Grill located on Burnet Road in
Austin, Texas, filed a petition for protection under chapter 11
of the U.S. Bankruptcy Code. The case was converted to a chapter
7 liquidation in June. The restaurant is now closed, and the
Company has terminated the franchise. Because of increased
competition and less than expected sales, the Company's franchisee
in Paramus, New Jersey, has decided to close the Hudson's Grill
food court operation in the Garden State Mall. This was a first
time, experimental location inside a shopping mall.
Beginning February 1, 1997, the Company and Dalms, Inc.,
agreed to reduce the consulting fees charged by Dalms. Dalms,
Inc., provides Thomas A. Sacco's consulting services to the
Company. Mr. Sacco is a Senior Vice President of the Company and
also is a director. The consulting fees have been reduced to
$90,000 per year, and the Company will not pay for any other
expenses of Dalms, Inc., other than travel expenses related to the
Company's business.
<PAGE>
Item 7. Exhibits.
1. Press Release dated July 21, 1997, regarding the
election of a new director and the status of opening and closing
various franchise locations.
<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: July 21, 1997
HUDSON'S GRILL OF AMERICA, INC.
Registrant
s/s David L. Osborn
David L. Osborn
f\sec\970715.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 the Election of a New Director and
the Status of Various Openings and Closings of Restaurants
Monday, July 21, 1997
Dallas, TX - Hudson's Grill of America, Inc., announced that
on July 14, 1997, its directors elected Robert W. Fischer to fill
a vacancy on the Board of Directors. Mr. Fischer has been
Hudson's Grill's outside legal counsel since 1993 and has been
involved with restaurants in the Dallas, Texas area for over 14
years. He has represented restaurants and has also operated them
during this period. He is a partner in the law firm of Fischer &
Sanger and is also a C.P.A.
The Company also announced several closings and some
prospective openings of restaurants. Hudson's Grill anticipates
that new restaurants will be opening in Guatemala City, Guatemala,
in August 1997, and one will be opening in Abingdon, Virginia,
before Christmas 1997.
As of July 13, 1997, an affiliate of Hudson's Grill has taken
over the Westlake, California Hudson's Grill, and will run it
until a buyer can be found. The location had been under a pending
contract of sale, but the buyer and Hudson's Grill mutually agreed
to terminate its sale. The prospective buyer had been operating
the restaurant pending its sale.
Hudson's Grill terminated its Burnet Road franchisee in
Austin, Texas; the franchisee had filed for bankruptcy protection
in May, but then decided to convert the case to a chapter 7
liquidation. In addition, Hudson's Grill's franchisee closed its
Hudson's Grill food court operation in the Garden State Mall in
Paramus, New Jersey. This was an experimental site; it was the
first Hudson's Grill to be adapted for use in a food court
location in a shopping mall. Additionally, Hudson's Grill noted
that its franchise development agreements with Dr. S.L. Sethi and
with Jotar, Inc., have terminated because both developers had
failed to build or have under construction the required number of
restaurants.
The Company also announced that it had reduced the amount it
was paying for consulting services provided by Dalms, Inc., which
is the consulting company that provides the services of Thomas A.
Sacco, the Company's Senior Vice President and director. The
consulting agreement is now based at $90,000 per year with
incentives based on the number of new Hudson's Grill franchises
found by Dalms, Inc.
Hudson's Grills are celebrating their 13th year of operation,
and the Company is publicly traded over the counter under the
NASDAQ symbol HDSG.
