UNITED STATES
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): May 27, 2014
NOODLES & COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-35987 | 84-1303469 | |||
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | |||
Incorporation) | Identification No.) | ||||
520 Zang Street, Suite D, Broomfield, CO | 80021 | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code: (720) 214-1900
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure
On May 27, 2014, Noodles & Company issued a press release announcing that it has entered into an asset purchase agreement to acquire 16 existing Noodles & Company franchised restaurants, for a cash purchase price of approximately $13.4 million, subject to certain purchase price adjustments. The acquisition is expected to close in early July 2014 and is subject to customary closing conditions. The restaurants, which are currently owned by Sagamore Dining Partners, LLC, are primarily located in the greater Indianapolis area. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this report, including the information set forth in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||
99.1 | Noodles & Company Press Release dated May 27, 2014 | ||
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 hereunto duly authorized.
Noodles & Company | ||
By: | /s/ DAVE BOENNIGHAUSEN | |
Name: | Dave Boennighausen | |
Title: | Chief Financial Officer | |
DATED: May 27, 2014
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Noodles & Company Press Release dated May 27, 2014 | |
Exhibit 99.1
NOODLES & COMPANY ANNOUNCES AGREEMENT TO ACQUIRE
SIXTEEN FRANCHISED LOCATIONS
Broomfield, Colo. (May 27, 2014) - Noodles & Company (NASDAQ:NDLS), serving classic noodle and pasta dishes from around the world, today announced it has entered into an agreement to purchase 16 franchised Noodles & Company restaurants for approximately $13.4 million. The acquisition is expected to close in early July 2014.
The 16 locations included in the agreement, operated by long-time franchise partner, Sagamore Dining Partners, LLC, are located primarily in the greater Indianapolis area. All of the Noodles & Company restaurants being acquired will remain open for business during the transition.
"Mike Lamb and his team at Sagamore Dining Partners have done an outstanding job of establishing the Noodles & Company brand in Indianapolis over the past eight years,” stated Kevin Reddy, Chairman and Chief Executive Officer of Noodles & Company. “The successful restaurants they have built and operated are extremely well run and we look forward to adding them to our portfolio of company-owned restaurants in neighboring markets."
Sagamore Dining Partners, LLC expanded their development agreement with Noodles & Company earlier this year to include the exclusive right to open Noodles & Company restaurants in the greater Louisville, KY metro area. The agreement with Noodles & Company to sell their Indianapolis locations will strengthen Sagamore Dining Partners, LLC's financial resources for the development of their new franchise territory. The first location in Louisville is anticipated to open in late 2014.
About Noodles & Company
Founded in 1995, Noodles & Company is a fast-casual restaurant chain that serves classic noodle and pasta dishes from around the world with 394 locations system-wide in 30 states and the District of Columbia as of April 1, 2014. Known as Your World Kitchen, Noodles & Company's globally inspired menu consists of more than 25 fresh, customizable noodle bowls, salads, soups and sandwiches that are prepared quickly using quality ingredients. From healthy to indulgent, spicy to comforting, the menu provides favorites for everyone from kids to adults. Popular dishes include the Med Salad with grilled chicken, spicy Indonesian Peanut Sauté and creamy Wisconsin Mac & Cheese.
About Sagamore Dining Partners, LLC
Founded in 2004, Sagamore Dining Partners, LLC is led by founder and Chief Executive, Mike Lamb. Sagamore Dining Partners, LLC focuses on giving back to the communities in which they operate by partnering with numerous non-profit organizations focused on feeding the hungry, including Second Helpings and No Kid Hungry.
Media Contact:
Kristina Jorge
(646) 277-1234
press@noodles.com
Investor Relations:
investorrelations@noodles.com