SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 23, 2002
PIZZA INN, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-12919 47-0654575
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number)Identification Number)
3551 PLANO PARKWAY, THE COLONY, TX 75056
(Address of principal executive offices)(zip code)
Telephone number of registrant, including area code: (469) 384-5000
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ITEM 5.
On December 18, 2002 the Board of Directors of Pizza Inn, Inc. approved and
adopted the following amendments to the Company's Bylaws, effective as of
December 18, 2002:
1. Article III, Section 7 is amended by deletion in its entirety and
substitution in lieu thereof the following new Section 7:
Section 7. Special Meetings. Special meetings of the shareholders for any
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purpose or purposes may be called by the Chief Executive Officer or by a
majority of the Board of Directors.
2. The following new Section 13 is inserted immediately after the present
Section 12 of Article III:
Section 13. Business at Shareholders' Meeting. At any meeting of the
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shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a meeting, business
must be (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a shareholder. For business to
be properly brought before a meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation not less than fifty (50)
days nor more than seventy-five (75) days prior to the meeting; provided,
however, that in the event that less than sixty-five (65) days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received no later than the
close of business on the fifteenth (15th) day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. Such shareholder's notice to the Secretary shall set
forth (a) as to each matter the shareholder proposes to bring before the
meeting, a brief description of business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, and (b) as
to the shareholder giving the notice (i) the name and record address of the
shareholder, (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder and (iii) any
material interest of the shareholder in such business. No business shall be
conducted at a meeting of the shareholders unless proposed in accordance with
the procedures set forth herein. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the foregoing procedure
and such business shall not be transacted. To the extent this Section 13 shall
be deemed by the Board of Directors or the Securities and Exchange Commission,
or finally adjudged by a court of competent jurisdiction, to be inconsistent
with the right of shareholders to request inclusion of a proposal in the
Corporation's proxy statement pursuant to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, such rule shall prevail.
3. The following is inserted as a new sentence at the end of the existing
Section 1 of Article IV:
"While an affiliate of Newcastle Partners L.P. is a member of the Board of
Directors of the Corporation, the Corporation shall neither propose nor support
any effort to expand the size of the Board above seven members."
4. The following new Section 6 is inserted immediately after the
present Section 5 of Article IV:
Section 6. Nominations to Board of Directors. Nominations of persons for
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election to the Board of Directors of the Corporation at a meeting of the
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shareholders may be made by or at the direction of the Board of Directors or may
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be made at a meeting of shareholders by any shareholder of the Corporation who
is entitled to vote for the election of Directors at the meeting in compliance
with the notice procedures set forth in this Section 6 of Article IV. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than fifty (50) days nor more than seventy-five (75) days prior to the
meeting; provided, however, that in the event that less than sixty-five (65)
days notice or prior public disclosure of the date of the meeting is given or
made no later than the close of business on the fifteenth (15th) day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made, whichever first occurs. Such shareholder's notice
to the Secretary shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the person and
(iv) any other information related to the person that is required to be
disclosed in solicitations for proxies for election of Directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as
to the shareholder giving the notice (i) the name and record address of the
shareholder and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder. The Corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as Director of the Corporation. No person shall be
eligible for election as a Director of the Corporation at a meeting of the
shareholders unless such person has been nominated in accordance with the
procedures set forth herein. If the facts warrant, the Chairman of the meeting
shall determine and declare to the meeting that a nomination does not satisfy
the requirements set forth in the preceding sentence and the defective
nomination shall be disregarded. Nothing in this Section 6 shall be construed
to affect the requirements for proxy statements of the Corporation under
Regulation 14A of the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PIZZA INN, INC.
By: /s/ Ronald W. Parker
Ronald W. Parker, Chief Executive Officer
Date: December 23, 2002