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): July 7, 2006
KONA GRILL, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
| Delaware | | 000-51491 | | 20-0216690 |
| | | | | |
(State or Other
Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
7150 E. Camelback Road, Suite 220
Scottsdale, Arizona 85251
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (480) 922-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | | |
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective July 7, 2006, Frank Bennett resigned as a director of our company and as Chairman of our Audit Committee. In announcing his resignation, Mr. Bennett stated that he disagreed with the process taken by our Board of Directors in appointing Marcus E. Jundt as our President and Chief Executive Officer. Our legal counsel has advised us that the process taken in appointing Mr. Jundt was properly conducted.
A copy of Mr. Bennett’s notice of resignation is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
| (a) | | Financial Statements of Business Acquired.
Not applicable. |
| |
| (b) | | Pro Forma Financial Information.
Not applicable. |
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| (c) | | Exhibits. |
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| Exhibit | | |
| Number | | |
| |
| 99.1 | | Resignation of Frank Bennett dated July 7, 2006 |
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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.
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| Date: July 12, 2006 | | KONA GRILL, INC. |
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| | | By: | | /s/ Mark S. Robinow Mark S. Robinow | | |
| | | | | Executive Vice President, Chief Financial | | |
| | | | | Officer, and Secretary | | |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | |
| |
| 99.1 | | Resignation of Frank Bennett dated July 7, 2006 |
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