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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: February 1, 1999
(Date of earliest event reported)
Koo Koo Roo Enterprises, Inc.
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 33-14051 33-0197361
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
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18831 Von Karman Avenue, Irvine, California 92612
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(Address of principal executive offices, including zip code)
(949) 757-7900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 1, 1999, Koo Koo Roo Enterprises, Inc. (the "Company") issued
(a) a press release announcing that its common stock would be delisted from the
Nasdaq National Market (which release is incorporated herein by reference and is
attached hereto as Exhibit 99.1) and (b) a second press release announcing
that the delisting was effective on February 1, 1999, and that its common stock
would begin trading on the Over the Counter ("OTC") Bulletin Board effective
February 2, 1999 (which release is incorporated herein by reference and is
attached hereto as Exhibit 99.2).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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EXHIBIT DESCRIPTION
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99.1 Press Release of Koo Koo Roo Enterprises, Inc. dated February 1, 1999.
99.2 Press Release of Koo Koo Roo Enterprises, Inc. dated February 1, 1999.
1
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SIGNATURE
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 hereunder duly authorized.
Dated: February 2, 1999
KOO KOO ROO ENTERPRISES, INC.
By: /s/ Todd E. Doyle
________________________________________
Name: Todd E. Doyle
Title: Executive Vice President and
General Counsel
2
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release of Koo Koo Roo Enterprises, Inc. dated February 1, 1999.
99.2 Press Release of Koo Koo Roo Enterprises, Inc. dated February 1, 1999.
3
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EXHIBIT 99.1
IRVINE, Calif., Feb. 1 -- Koo Koo Roo Enterprises, Inc., reported today that
the NASDAQ Listing and Hearing Review Panel overturned an August 26, 1998
decision by the NASDAQ Listing Qualifications Panel, which granted the Company a
waiver to the $5.00 minimum bid initial and continued listing requirements. This
latest decision reverses the prior waiver with respect to continued listing.
Consequently, NASDAQ will delist the Company's common stock from their National
Market. The Company's attorneys were notified of this decision by facsimile on
Friday afternoon, January 29, 1999. The Company is awaiting further notification
of the effective date of this action, but expects that it will take place in the
next five trading days. The review of the Qualification Panel's decision was
previously disclosed on October 13, 1998.
The Company remains a reporting company under the Securities and Exchange
Commission's rules. The Company's common stock is eligible for quotation on the
OTC Bulletin Board to the extent that at least one of its market makers files
for such quotation and is approved by the National Association of Securities
Dealers ("NASD"). The Company believes it meets all the criteria for market
makers to register to make a market in the Company's stock on the OTC bulletin
board and is working with its numerous market makers to take the necessary steps
to gain listing. The OTC Bulletin Board is operated by the NASD as a forum for
electronic trading and quotation.
Kevin S. Relyea, chairman, chief executive officer, and president of Koo Koo
Roo Enterprises, Inc. stated, "We are disappointed that only thirteen weeks
after our successful merger with Koo Koo Roo, Inc., NASDAQ has chosen to reverse
the waiver. Nevertheless, we believe the Company is better positioned today than
we were six months ago and that this decision should not affect our ongoing
operations. Our over 20,000 employees will continue to serve our customers as
they have prior to this announcement and we will continue to focus on improving
the Company and building on our many strengths for the future. As before, we
will continue to support our shareholders with our ongoing investor relations
program."
Koo Koo Roo Enterprises, Inc. operates over 300 full-service or fast-casual
restaurants in 28 states and also licenses 23 restaurants outside the United
States and is known around the globe primarily for its Chi-Chi's, El Torito, Koo
Koo Roo, Hamburger Hamlet, and Casa Gallardo restaurant names. The company is
the largest operator of full service Mexican restaurants in the world. Koo Koo
Roo Enterprises, Inc. had sales of $416 million and EBITDA of approximately $18
million on a pro forma combined basis for the nine-month period ending September
27, 1998. Koo Koo Roo Enterprises, Inc. is located at 18831 Von
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Karman Avenue, Irvine, CA 92612. For further information call the investor
relations hotline at (949) 757-3032.
This press release contains forward-looking statements and comments with
respect to, among other things, the business of the Company and the industry in
which it operates. These forward-looking statements are subject to certain risks
and uncertainties which may cause actual results to differ significantly from
these forward-looking statements. These risks are detailed in the periodic
reports and registration statements filed from time to time by the Company with
the Securities and Exchange Commission.
Brand or product names are registered trademarks or trademarks of their
respective holders.
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EXHIBIT 99.2
IRVINE, Calif., Feb. 1 -- -- Koo Koo Roo Enterprises, Inc., reported that
trading in its stock was halted today on the Nasdaq National market and will
resume trading on the Over the Counter ("OTC") Bulletin Board under the symbol
"KKRE" beginning at 9:30 a.m. Eastern Standard time Tuesday, February 2, 1999.
The Nasdaq has advised the Company that over twenty market makers that traded in
the stock today are automatically eligible to make a market in the stock
tomorrow morning.
Of those eligible, the following market makers have confirmed to the Company
that they intend to make a market in the Company's stock as it migrates to the
OTC Bulletin Board: Crowell Weedon and Company (CWCO), Fahnestock (FAHN),
Herzog, Heine and Geduld (HRZG), Jefferies and Company (JEFF), Knight Securities
(NITE), M.H. Meyerson and Company (MHMY), NAIB Trading Corporation (NAIB), and
Sharpe Capital (SHRP). The Company expects that additional market makers will
participate.
The Company remains a reporting company under the Securities and Exchange
Commission's ("SEC") rules and will continue to file quarterly, annual and other
reports with the SEC as appropriate. The OTC Bulletin Board is operated by the
NASD as a forum for electronic trading and quotation.
Koo Koo Roo Enterprises, Inc. operates over 300 full-service or fast-casual
restaurants in 28 states and also licenses 23 restaurants outside the United
States and is known around the globe primarily for its Chi-Chi's, El Torito, Koo
Koo Roo, Hamburger Hamlet, and Casa Gallardo restaurant names. The company is
the largest operator of full service Mexican restaurants in the world. Koo Koo
Roo Enterprises had sales of $416 million and EBITDA of approximately $18
million on a pro forma combined basis for the nine-month period ending September
27, 1998. Koo Koo Roo Enterprises, Inc. is located at 18831 Von Karman Avenue,
Irvine, CA 92612. For further information call the investor relations hotline
at (949) 757-3032.
This press release contains forward-looking statements and comments with
respect to, among other things, the business of the Company, the industry in
which it operates, and present or future market makers. These forward-looking
statements are subject to certain risks and uncertainties which may cause actual
results to differ significantly from these forward-looking statements. These
risks are detailed in the periodic reports and registration statements filed
from time to time by the Company with the Securities and Exchange Commission.
Brand or product names are registered trademarks or trademarks of their
respective holders.
