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): January 10,
2000 (December 3, 1999)
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
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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 effective
December 31, 1999, its president, David L. Osborn, had resigned as
president and director. Mr. Osborn will remain as president of
the Company's subsidiary, Hudson's Grill International, Inc.
("HGI"), until the earlier of March 31, 2000, or HGI's stock
registration became effective. Mr. Osborn will pursue other
opportunities outside the Company after he has completed his
interim duties as president of HGI. The Company will be managed
by its two other directors until a new president can be found.
The Company also announced that it had signed a non-binding
letter of intent to merge the Company without its HGI subsidiary
into Overland Beverage Distributing, Inc. The basic terms of the
merger include a 1 for 4 reverse stock split prior to the merger,
after which Overland will be issued 5,000,000 shares for its
outstanding stock.
The Company also announced that it had settled its case with
the landlord of a site formerly leased by the Company in Whittier,
California. The Company, a former tenant, and a guarantor, who
was also sued, agreed to the settlement. The guarantor agreed to
pay $400,000 to settle the suit; the Company has not made any
definitive agreement with the guarantor, but an issuance of some
stock is anticipated as a result of the negotiation with the
guarantor. Definitive agreements reflecting the settlement are
currently in process.
Additionally, the Company has decided to shut down its
Hudson's Grill of Richardson, Inc., subsidiary, and put the
restaurant up for sale.
Item 7. Exhibits.
1. Press Release dated January 10, 2000, regarding David
L. Osborn's resignation, and the non-binding letter of intent to
merge the Company.
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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: January 10, 2000
HUDSON'S GRILL OF AMERICA, INC.
Registrant
s/s Robert W. Fischer
Robert W. Fischer
f\sec\000103.O01
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<PAGE>
Hudson's Grill of America, Inc. For Immediate Release
16970 Dallas Parkway Contact: Mitzy Ferguson
Suite # 402 Telephone: 972-931-9237
Dallas, Texas 75248-1928 e-mail: [email protected]
Hudson's Grill Announces The Signing
of a Non-Binding Letter of Intent to Merge
and David L. Osborn's Resignation
Hudson's Signs Non-Binding Letter of Intent to Merge
Friday, December 3, 1999
Dallas, TX -- Hudson's Grill of America, Inc., based in Dallas,
Texas, announced today that it had signed a non-binding letter of
intent to merge into Overland Beverage Distributing, Inc. (a non-
public company recently formed to distribute beverages).
Representatives from Overland will contact existing and potential
creditors of the Company in an effort to exchange stock and
warrants in the merged company for the cancellation of existing
and contingent debts. If Overland's representatives are able to
obtain agreements from the Company's current and contingent
creditors to accept equity in the newly merged company, then
Overland plans to proceed with the merger. If the merger proceeds
according to the letter of intent, the Company will do a 1 for 4
reverse stock split and then issue 5,000,000 shares to Overland to
effect the merger. The newly merged company would not include
Hudson's Grill International, Inc., which is currently a
subsidiary of the Company. Hudson's Grill International will be
spun off to the current shareholders of the Company as a separate,
publicly held entity.
Additionally, Hudson's announced that effective December 31,
1999, David L. Osborn, the Company's President and also one of its
directors, had resigned as President and director of the Company.
Mr. Osborn will stay on as an interim President of the Company's
subsidiary, Hudson's Grill International, until its stock
registration has become effective and the subsidiary is spun off
to the Company's shareholders. The Company's directors will
manage the Company until a replacement can be found.
The Company also announced that it had settled a lawsuit with
the landlord of a Whittier, California, site that the Company
formerly had leased. The suit also involved another guarantor of
the lease, who will pay the settlement of $400,000. The Company
has no specific obligation to the guarantor but likely will issue
stock to the guarantor for paying the settlement. Additionally,
the Company recently has put up its Dallas, Texas, restaurant
subsidiary for sale; if not sold in the next several months, it
will be closed down.
Hudson's Grill of America is publicly traded over the counter
under the NASDAQ symbol HDSG.
