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) JUNE 23, 2005
PIZZA INN, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-12919 47-0654575
(State or other (Commission File Number) (IRS
jurisdiction of incorporation) Employer Identification No.)
3551 PLANO PARKWAY, THE COLONY, TEXAS 75056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (469) 384-5000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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.
At a meeting held on June 23, 2005, the board of directors of Pizza Inn,
Inc. appointed Robert B. Page, Ramon D. Phillips, and John D. Harkey, Jr. to the
audit committee. The board of directors has determined that, notwithstanding
Mr. Page's appointment as Acting Chief Executive Officer of Pizza Inn from
January 4, 2005 to March 31, 2005, each of Messrs. Page, Phillips, and Harkey,
Jr. is (i) independent as defined under Nasdaq Marketplace Rule 4200(a)(15);
(ii) meets the criteria for independence set forth in Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended (subject to the exemptions provided
in Exchange Act Rule 10A-3(c)); (iii) has not participated in the preparation of
Pizza Inn's financial statements or the financial statements of any current
subsidiary of Pizza Inn at any time during the past three years; and (iv) is
able to read and understand fundamental financial statements, including a
company's balance sheet, income statement, and cash flow statement.
Pizza Inn is furnishing this report under Item 7.01 solely to satisfy its
obligations under Regulation FD. The information in this report shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section. The information in this report
shall not be considered "filed" under the Exchange Act or incorporated by
reference into a filing under the Securities Act or the Exchange Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- -------- ----------------------
99.1 Press Release dated June 23, 2005 (furnished herewith
---- and incorporated herein by reference)
Pizza Inn, Inc. elects to disclose the information in the press release
furnished as Exhibit 99.1 to this report and incorporated herein by reference
through Item 7.01 of Form 8-K pursuant to Regulation FD. The exhibit to this
report relates to Item 7.01 and shall be deemed furnished, and not filed.
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.
Pizza Inn, Inc.
Date: June 28, 2005 By: /s/ Rod J. McDonald
Rod J. McDonald, Secretary