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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: March 30, 1998
(Date of earliest event reported)
KOO KOO ROO, INC.
(exact name of registrant as specified in its charter)
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DELAWARE COMMISSION FILE: 22-3132583
(State or other jurisdiction 0-19548 (I.R.S. Employer Identification No.)
of incorporation or
organization)
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11075 SANTA MONICA BOULEVARD
SUITE 225
LOS ANGELES, CALIFORNIA 90025
(Address of Principal executive offices, including zip code)
(310) 479-2080
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
(a) On March 30, 1998, Koo Koo Roo, Inc. (the "Company") disseminated a
press release, a copy of which is filed herewith as Exhibit 99.1 and
incorporated herein by this reference.
(b) Effective March 27, 1998, Mr. Alex Cappello resigned from the Company's
Board of Directors. The Board of Directors is currently comprised of Lee A.
Iacocca (Acting Chairman), A. William Allen, Robert F. Kautz, Mel Harris, and
Don Wohl, with five of the ten seats on the Company's Board of Directors
presently unfilled.
(c) During the fourth quarter of 1997, the Company issued 3,034,029 shares
of common stock, representing (i) 1,494,795 shares issued upon conversion of
Series A Convertible Preferred Stock, (ii) 1,314,234 shares issued upon
conversion of Series B Convertible Preferred Stock and (iii) 225,000 shares
issued upon the exercise of outstanding options. The conversion of preferred
stock was exempt from registration pursuant to Section 3(a)(9) under the
Securities Act of 1933.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
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EXHIBIT
NO. DESCRIPTION
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99.1 Press Release dated March 30, 1998
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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,
KOO KOO ROO, INC.
Date: March 31, 1998 By /s/ Ronald D. Garber
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Name: Ronald D. Garber
Title: Secretary
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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99.1 Press Release dated
March 30, 1998
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EXHIBIT 99.1
LOS ANGELES, March 30 -- Koo Koo Roo, Inc. (Nasdaq:KKRO - news),
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announced today that Mr. Kenneth Berg has resigned as Chairman of the Board and
as a member of the Board. Unexpectedly, without any prior symptoms, Mr. Berg
recently underwent preventive open heart surgery in spite of his healthy
lifestyle. Mr. Lee A. Iacocca, a current board member and the former Chairman
of the Board of Chrysler Motors, will assume the role of Acting Chairman and
along with Mr. William Allen, the new Chief Executive Officer, will immediately
undertake a major restructuring of the Company.
Commenting on his resignation, Mr. Berg said, "I realized after my recent
illness, it was time to step aside in order for Bill Allen to take this Company
to a new and higher level. I am pleased that since I hired Bill last December he
has already put in place a new business plan with focused objectives. With
regard to Lee Iacocca, I am delighted that a man of his stature is willing to
step up and replace me as Acting Chairman of the Board. But, most of all, I'm
pleased that the lines of customers are still out the door. Getting a second
chance at life makes one look at things differently. I love Koo Koo Roo and I am
very proud of what it contributes to the healthy lifestyle of those in
California and elsewhere, but I am simply not in a position to give all that it
requires."
Mr. Allen, the Company's Chief Executive Officer stated, "I would like to
personally thank Mr. Berg for both his vision in creating a great concept in the
highly competitive restaurant industry and for the opportunity to implement a
disciplined business plan that will add value to this Company and its
shareholders."
Koo Koo Roo, Inc. operates 52 restaurants in California, Las Vegas, Florida and
the Washington D.C. beltway area, including fourteen Hamburger Hamlet
restaurants. The Company's Canadian partner also operates three Koo Koo Roo
California Kitchen restaurants in Toronto. Arrosto Coffee Company presently
operates one stand alone Arrosto Coffee store and a coffee bean microroastery
which supplies coffee to all the Company's restaurants and to outside
customers.
Statements contained herein which are not historical facts are forward looking
statements as that item is defined in the Private Securities Litigation Reform
Act of 1995. Such statements relating to, among other things, the prospects for
the Company to enhance operating results, are inherently subject to risks and
uncertainties, some of which are significant in scope and nature, including
risks related to real estate, construction, competition, availability of
capital, and continued sales growth. These risks are further discussed in the
Company's public filings from time to time with the Securities and Exchange
Commission.
