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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: October 9, 1998
(Date of earliest event reported)
KOO KOO ROO, INC.
(exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE: 22-3132583
(State or other jurisdiction 0-19548 (I.R.S. Employer
of incorporation or Identification No.)
organization)
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
On October 9, 1998, Koo Koo Roo, Inc. (the "Registrant") disseminated a
press release, a copy of which is filed herewith as Exhibit 5-1 and incorporated
herein by this reference.
* * * * *
2
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5-1 Press Release dated October 9, 1998
3
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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: October 9, 1998 By /s/ Ronald D. Garber
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Name: Ronald D. Garber
Title: Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<S> <C> <C>
5-1 Press Release dated
October 9, 1998
</TABLE>
II-1
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[LOGO OF KOO KOO ROO, INC.(R)]
[LOGO OF HAMLET]
11075 SANTA MONICA BLVD. 310/479-2080 PHONE
SECOND FLOOR 310/479-4221 FAX
LOS ANGELES, CA 90025
FOR IMMEDIATE RELEASE: OCTOBER 9, 1998
- --------------------------------------
Contact: Ronald D. Garber
General Counsel
Koo Koo Roo, Inc.
(310) 479-2080
KOO KOO ROO, INC.
ISSUES STATEMENT
LOS ANGELES, CA, OCTOBER 9, 1998...KOO KOO ROO, INC. (NASDAQ NMS: KKRO),
today announced that it has been notified that the Nasdaq Listing and Hearing
Review Council will review the decision by a Nasdaq Listing Qualifications Panel
to grant the Company an exception to the Nasdaq Stock Market's $5 per share
minimum bid price requirement. This exception was granted in connection with Koo
Koo Roo's proposed merger with Family Restaurants, Inc. Among other things, the
Review Council will consider whether a temporary exception to the $5 per share
minimum bid requirement is more appropriate than the continuing exception,
subject to annual review, that was originally granted. Nasdaq has indicated that
the Review Council's decision will likely be issued after the January 1999 NASD
Board Meeting. An adverse decision may be appealed to the SEC.
Koo Koo Roo noted that, as previously disclosed, whether or not the
proposed merger is consummated, it is still required to meet the Nasdaq Stock
market's $1 minimum bid price requirement, that its recent stock price is below
such minimum, and that its failure to meet such requirement could result in its
Common Stock being delisted. If the proposed merger is consummated, however, the
Company is obligated to use its commercially reasonable efforts to maintain its
listing on the Nasdaq National Market (or any successor system) or to list the
shares of its Common Stock on the New York Stock Exchange or the American Stock
Exchange for a period of five years unless in the good faith determination of
the Board of Directors the maintenance of such listing is not in the best
interests of its stockholders.
Koo Koo Roo further announced that it recently began contacting
stockholders who have not yet voted in connection with the proposed merger with
Family Restaurants to urge them to vote their shares as soon as possible. The
special meeting is scheduled to be held on October 30, 1998. The Board of
Directors of Koo Koo Roo has carefully considered the terms and conditions of
the proposed merger and has unanimously determined that the proposed merger is
in the best interests of Koo Koo Roo and its stockholders. Stockholders in need
of further information or assistance in voting their shares may call MacKenzie
Partners toll free at (800) 322-2885.
Family Restaurants, Inc. operates 266 full-service Mexican restaurants in
29 states, making it the largest operator of full-service Mexican restaurants in
the world, both in number of restaurants and annual revenue. Approximately 61%
of its restaurants are located in California, Ohio, Pennsylvania, Michigan and
Indiana. Family Restaurants, Inc. is also the licensor of 21 restaurants outside
the United States.
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Koo Koo Roo, Inc.
October 9, 1998
Page 2
Family Restaurants, Inc.'s restaurants operate primarily under the Chi Chi's, El
Torito, and Casa Gallardo concepts.
Koo Koo Roo, Inc. operates 38 Koo Koo Roo California Kitchen restaurants
which are located in California, Florida, and Nevada. Renowned for its
proprietary Original Skinless Flame Broiled Chicken, Koo Koo Roo delivers a
healthy alternative within the casual dining and take-home meal replacement
market. In addition, Koo Koo Roo operates 14 Hamburger Hamlet restaurants in
California and in the Washington, D.C. beltway area. A Canadian company in
which Koo Koo Roo has a 28% investment also operates three Koo Koo Roo
California Kitchen restaurants in Toronto.
Forward-looking statements and comments in this press release are made
pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange
Act of 1934. Such statements relating to, among other things, the prospects for
the companies to complete the proposed merger are necessarily subject to risks
and uncertainties, some of which are significant in scope and nature. These
risks are further discussed in the periodic reports and registration statements
filed by Koo Koo Roo, Inc. and Family Restaurants, Inc. from time to time with
the Securities and Exchange Commission.
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