SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NOBLE ROMAN'S, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(l), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
Not applicable
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2) Aggregate number of securities to which transaction applies:
Not applicable
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule O-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
Not applicable
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4) Proposed maximum aggregate value of transaction:
Not applicable
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5) Total fee paid:
Not applicable
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[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: Not applicable
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2) Form Schedule or Registration Statement No.: Not applicable
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3) Filing Party: Not applicable
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4) Date Filed: Not applicable
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July 3, 2002
Dear Shareholder:
I cordially invite you to attend the annual meeting of the shareholders of
Noble Roman's, Inc., an Indiana corporation, to be held at 10:00 a.m. Eastern
Standard Time on Wednesday, July 31, 2002, at the Hampton Inn Downtown, 105 S.
Meridian Street, Indianapolis, Indiana 46204. The Notice of the Annual Meeting
of Shareholders, Proxy Statement and Proxy that accompany this letter outline
fully matters on which action is expected to be taken at the annual meeting.
Whether or not you plan to attend the meeting please sign, date and return
the enclosed proxy as promptly as possible. If you attend the meeting, you may
withdraw your proxy and vote in person if you wish. Your vote is important
regardless of the number of shares you own.
Sincerely,
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A. Scott Mobley
President
NOBLE ROMAN'S, INC.
ONE VIRGINIA AVENUE, SUITE 800
INDIANAPOLIS, INDIANA 46204
(317) 634-3377
NOBLE ROMAN'S, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
We are notifying you that the annual meeting of shareholders of Noble
Roman's, Inc., an Indiana corporation, will be held at 10:00 a.m. Eastern
Standard Time on Wednesday, July 31, 2002, at the Hampton Inn Downtown, 105 S.
Meridian Street, Indianapolis, Indiana 46204, for the following purposes:
1. The election of Directors; and
2. To transact any other business that is properly brought before the
annual meeting or any adjournment or postponement of the annual
meeting.
Your board of directors has fixed the close of business on June 28, 2002 as
the record date to determine the shareholders who are entitled to notice of, and
to vote at, the annual meeting. Please read carefully the accompanying proxy
statement The proxy statement is deemed incorporated by reference in and form a
part of this Notice.
Whether or not you plan to attend the annual meeting in person, please
promptly complete, sign, date and return the enclosed proxy card in the enclosed
envelope, which requires no postage if mailed in the United States. You may
revoke your proxy in the manner described in the proxy statement at any time
before the proxy has been voted at the annual meeting. If you sign and send in
your proxy card and do not indicate how you want to vote, your proxy will be
counted as a vote "FOR" the matters considered at the annual meeting.
By Order of the Board of Directors of Noble
Roman's, Inc.
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A. Scott Mobley, President
July 3, 2002
NOBLE ROMAN'S, INC.
ONE VIRGINIA AVENUE, SUITE 800
INDIANAPOLIS, INDIANA 46204
(317) 634-3377
PROXY STATEMENT
Annual Meeting of Shareholders
July 31, 2002
This proxy statement is furnished in connection with the solicitation of
proxies by the board of directors of Noble Roman's, Inc., an Indiana
corporation, for use at the annual meeting of shareholders to be held on
Wednesday, July 31, 2002 at 10:00 a.m., local time, at the Hampton Inn Downtown,
105 S. Meridian Street, Indianapolis, Indiana 46204, and any adjournment or
postponement thereof, for the purposes set forth in the accompanying notice of
annual meeting of shareholders.
All proxies will be voted in accordance with the instructions contained in
the proxy. If no choice is specified, proxies will be voted in favor of the
amendment to our Articles of Incorporation as proposed by our board of
directors. A shareholder who executes a proxy may revoke it at any time before
it is exercised by delivering to us another proxy bearing a later date, by
submitting written notice of such revocation to our corporate secretary or by
personally appearing at the annual meeting and casting a contrary vote.
This proxy statement, the notice of annual meeting and the accompanying
proxy were first mailed to the holders of our common stock on or about July 3,
2002. We will bear the entire expense of soliciting proxies. Proxies will be
solicited by mail initially. Our directors, executive officers and employees
also may solicit proxies personally or by telephone or other means, but such
persons will not be specially compensated for such services. Certain holders of
record, such as brokers, custodians and nominees, may be requested to distribute
proxy materials to beneficial owners and will be reimbursed by us for their
reasonable expenses incurred in sending proxy materials to beneficial owners.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on June 28, 2002 are
entitled to notice of, and to vote at, the annual meeting. On such date, there
were 16,051,158 shares of our common stock outstanding and approximately 378
holders of record. Each share of common stock is entitled to one vote on each
matter to be voted upon at the annual meeting.
To our knowledge, and except as set forth under "Security Ownership of
Certain Beneficial Owners and Management," no person beneficially owned more
than 5% of our common stock outstanding on June 28, 2002.
ELECTION OF DIRECTORS
At the Annual Meeting of Shareholders, pursuant to the Company's By-Laws,
four directors are to be elected for a one-year term. Paul W. Mobley, A. Scott
Mobley, Donald A. Morrison, III, and Douglas H. Coape-Arnold, have been
nominated by the Board for election at this Annual Meeting. All four of the
nominees are presently directors of the Company.
It is the intention of the persons named as proxies in the accompanying
form of proxy to vote for the persons named above. If any such person should be
unable to serve or becomes unavailable for any reason, or if a vacancy should
occur before the election, the proxy will be voted for such other person or
persons as shall be determined by the Board if the Board elects to fill such
nominee's position.
Set forth below is certain information regarding the nominees and the
executive officers of the Company:
Paul W. Mobley 61 Chairman of the Board and Director
A. Scott Mobley 38 President, Secretary and Director
Douglas H. Coape-Arnold 56 Director
Donald A. Morrison, III 60 Director
Troy K. Branson 38 Executive Vice President of Franchising
George N. Apostolopoulos 56 Executive Vice President of Development
Frank T. White 56 Vice President of Franchise Services
The executive officers of the Company serve at the discretion of the Board
of Directors and are elected at the annual meeting of the Board. Directors are
elected annually by the stockholders. The following is a brief description of
the previous business background of the executive officers and directors:
Paul W. Mobley has been Chairman of the Board since December 1991 and a
Director since 1974. Mr. Mobley was President and Chief Executive Officer of the
Company from 1981 to 1997. From 1975 to 1987, Mr. Mobley was a significant
shareholder and president of a company which owned and operated 17 Arby's
franchise restaurants. From 1974 to 1978, he also served as Vice President and
Chief Operating Officer of the Company and from l978 to 1981 as
Senior Vice President. He is the father of A. Scott Mobley. Mr. Mobley has a
B.S. in Business Administration from Indiana University and is a CPA.
A. Scott Mobley has been President since October 1997 and a Director since
January 1992, and Secretary since February 1993. Mr. Mobley was Vice President
from November 1988 to October 1997 and from August 1987 until November 1988
served as Director of Marketing for the Company. Prior to joining the Company
Mr. Mobley was a strategic planning analyst with a division of Lithonia Lighting
Company. Mr. Mobley has a B.S. in Business Administration from Georgetown
University and an MBA from Indiana University. He is the son of Paul Mobley.
Douglas H. Coape-Arnold was appointed a Director of the Company in May
1999. Mr. Coape-Arnold has been Managing General Partner of Geovest Capital
Partners, L.P. since January 1997, and Managing Director of TradeCo Global
Securities, Inc. since May 1994. Mr. Coape-Arnold's prior experience includes
serving as Vice President of Morgan Stanley & Co., Inc. from 1982 to 1986,
President & Chief Executive Officer of McLeod Young Weir Incorporated from 1986
to 1988, and Senior Vice President of GE Capital's Transportation & Industrial
Funding Corp. from 1988 to 1991. Mr. Coape-Arnold is a Chartered Financial
Analyst.
Donald A. Morrison, III has been a Director of the Company since December
1993. Mr. Morrison currently serves as Vice President Investments at David A.
Noyes & Co. Prior to joining David A. Noyes & Co., Mr. Morrison owned an
independent brokerage firm offering general securities through Broker
Transaction Services member NASD/SIPC, a subsidiary of Southwest Securities
group. Prior to January 1998 Mr. Morrison was President and director of Traub &
Company, Inc., an investment banking firm headquartered in Indianapolis,
Indiana. Mr. Morrison was affiliated with Traub & Company since 1971.
Troy K. Branson, has been Executive Vice President of Franchising for the
Company since November 1997 and since 1992, he was Director of Business
Development. Prior to joining the Company, Mr. Branson was an owner of
Branson-Yoder Marketing Group since 1987, after graduating from Indiana
University where he received a B.S. in Business.
George N. Apostolopoulos, has been Executive Vice President of Development
for the Company since Mach 2002. Prior to joining the Company, Mr.
Apostolopoulos was employed by Tricon Global Restaurants, Inc., or its
predecessors, since 1986, most recently as the National Manager Hotels & Resorts
since 1999. From 1991 through 1998, Mr. Apostolopoulos developed franchises in
airports, universities, travel centers, business and industry and mass
merchandisers for Tricon Global Restaurants, Inc. Prior to 1991, Mr.
Apostolopoulos worked in operations as an Area Manager. Mr. Apostolopoulos has
an Associates Degree in Restaurant & Hospitality Management from San Diego City
College and Law Curriculum in Labor, Contract and International Business Law
from Western State University.
Frank T. White, has been Vice President of Franchise Services since March
2002 and Director of Research and Development since September 2001. Prior to
joining the Company, Mr. White was a Director of Operations for McLochlin
Enterprises, a Commercial Real Estate Development Company from 1991 to 2001.
Prior to McLochlin Enterprises, Mr. White was an Area Director of Operations for
Noble Roman's, Inc. from 1986 to 1991 and was a Regional Manager for W.R. Grace
Restaurant Company from 1974 to 1986. Mr. White also operated a regional
wholesale baker for Vie de France Corporation from 1986 to 1990. He has a B.S.
degree from Roosevelt University.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of March 15, 2002, there were 16,051,158 shares of the Company's common stock
outstanding and 25,000,000 shares are authorized. The following table sets forth
the amount and percent of the Company's common stock beneficially owned on June
29, 2002 by (i) each director and named executive officer individually, (ii)
each beneficial owner of more than five percent of the Company's outstanding
common stock and, (iii) all executive officers and directors as a group:
Number of Share Percent of Outstanding
Name and Address Beneficially Owned (1) Common Stock(2)
---------------- ---------------------- -----------------------
Paul W. Mobley
One Virginia Avenue, Suite 800
Indianapolis, IN 46204 2,551,018 (3) 14.7%
A. Scott Mobley (1)
One Virginia Avenue, Suite 800
Indianapolis, IN 46204 928,826 (4) 5.5%
Provident Financial Group, Inc.
One E. Fourth Street
Cincinnati, OH 45202 5,332,839 (5) 29.5%
Donald A. Morrison, III
111 Monument Circle, Suite 300
Indianapolis, IN 46204 62,810 *
Geovest Capital Partners, L.P.
110 E. 59th Street, 18th Floor
New York, N.Y. 10022 1,871,625 (6) 11.0%
James Lewis
110 E. 59th Street, 18th Floor
New York, N.Y. 10022 4,564,136 (7) 27.2%
Douglas Coape-Artnold
110 E. 59th Street, 18th Floor
New York, N.Y. 10022 20,000 *
All Executive Officers and
Directors as a Group (4 Persons) 3,562,654 19.7%
*Less than 1%
(1) All shares owned directly unless otherwise noted.
(2) The percentage calculations are based upon 16,051,158 shares of our common
stock issued and outstanding as of March 15, 2002 and, for each officer or
director of the group, the number of shares subject to options or
conversion rights exercisable currently or within 60 days of March 15,
2002.
(3) This total includes a warrant to purchase 600,000 shares of stock at an
exercise price of $.40 per share issued November 19, 1997 in connection
with the financial restructuring with The Provident Bank, a warrant to
purchase 700,000 shares of our common stock at an exercise price of $2.00
per share, in the event of (i) a change of control in Noble Roman's, (ii)
the sale of substantially all of Noble Roman's assets, or (iii) the merger
or consolidation of Noble Roman's with another entity and 10,000 shares
subject to options granted under an employee stock option plan which are
currently exercisable at $1.00 per share.
(4) Includes 69,000 shares subject to options granted under an employee stock
option plan which are currently exercisable at $3.25 per share for 6,500
common shares, $3.68 per share for 7,500 common shares, $6.44 per share for
5,000 common shares , $1.75 per share for 20,000 common shares, $1.00 per
share for 10,000 common shares and $1.45 per share for 20,000 shares. Also
includes a warrant to purchase 400,000 shares of our common stock at an
exercise price of $.40 per share issued November 19, 1997 in connection
with the financial restructuring with The Provident Bank and a warrant to
purchase 300,000 shares of our common stock at an exercise price of $2.00
per share, in the event of (i) a change of control in Noble Roman's, (ii)
the sale of substantially all of Noble Roman's assets, or (iii) the merger
or consolidation of Noble Roman's with another entity.
(5) This total includes warrants to purchase in the aggregate 385,000 shares of
our common stock at $.01 per share. The warrants were granted to Provident
Financial Group as partial consideration for its obligations pursuant to an
Amended and Restated Credit Agreement. The total also includes 1,643,091
shares of our common stock which Provident's 4,929,275 shares of our
preferred stock may be converted into.
(6) Includes 1,000,000 shares of our common stock convertible from
participating income notes owned by Geovest Capital Partners, L.P. in its
investment account of which Mr. Coape-Arnold is managing partner. Mr.
Coape-Arnold disclaims beneficial ownership of such shares beyond his
interest in Geovest Capital Partners.
(7) This total includes 138,580 shares of our common stock owned by James Lewis
Family Trust, 200,000 shares of our common stock owned by James W. Lewis
MPP, 520,000 shares of our common stock convertible from participating
income notes, 50,000 shares of our common stock convertible from
participating income notes owned by James Lewis Family Investment, L.P.,
100,000 shares of our common stock convertible from participating income
notes owned by James W. Lewis IRA and 100,000 shares of our common stock
convertible from participating income notes owned by James W. Lewis, MPP.
EXECUTIVE COMPENSATON
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The following table sets forth the cash and non-cash compensation for each
of the Company's last three years awarded to or earned by the Chief Executive
Officer and other executive officers of the Company whose cash compensation in
2001 exceeded $100,000.
SUMMARY COMPENSATION TABLE
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Annual Long Term
Compensation Compensation
Name and Principal Position Year Salary (l) Bonus Options #
- --------------------------- ---- ---------- ----- ---------
Paul W. Mobley 2001 $ 272,083 $ - -
Chairman of the Board 2000 $ 240,000 - -
1999 240,000 - -
A. Scott Mobley 2001 $ 173,750 $ - -
President and Secretary 2000 $ 150,000 - 20,000
1999 150,000 - -
Troy K. Branson 2001 $ 100,000 $ 31,162 -
Executive Vice President 2000 93,754 37,794 35,000
of Franchising 1999 75,577 29,751 -
(1) The Company did not have any bonus, retirement, or other arrangements or
plans respecting compensation, except for an Incentive Stock Option Plan for
executive officers and other employees.
Aggregate Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
The following table sets forth information concerning the number of
exercisable and unexercisable stock options held at December 31, 2001 by the
executive officers named in the Summary Compensation Table.
Number of Securities Values of Unexercised
Underlying Unexercised In-The-Money
Options at 12/31/01 Options at 12/31/01 (1)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
Paul W. Mobley 10,000 / 0 0 / 0
A. Scott Mobley 49,000 / 20,000 0 / 0
Troy Branson 22,500 / 35,000 0 / 0
(1) Based on a per share price of $.86, the last reported transaction price of
the Company's common stock on December 31, 2001.
Employment Agreements
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Mr. Paul Mobley has an employment agreement with the Company, which fixed his
base compensation at $375,000 per year for the most recent fiscal year, provides
for reimbursement of travel and other expenses incurred in connection with his
employment, including the furnishing of an automobile, health and accident
insurance similar to that provided other employees, and life insurance in an
amount related to his base salary. The initial term of the agreement is seven
years and is renewable each year for a seven-year period subject to approval by
the Board. The agreement is terminable by the Company for just cause as defined
in the agreement.
Mr. A. Scott Mobley has an employment agreement with the Company which fixed his
base compensation at $175,000 per year for the most recent fiscal year, provides
for reimbursement of travel and other expenses incurred in connection with his
employment, including the furnishing of an automobile, health and accident
insurance similar to that provided other employees, and life insurance in an
amount related to his base salary. The initial term of the agreement is five
years and is renewable each year for a five-year period subject to approval by
the Board. The agreement is terminable by the Company for just cause as defined
in the agreement.
Certain Transactions
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The following is a summary of transactions to which the Company and certain
officers and directors of the Company were a party during 1999, 2000 and 2001
The Board of Directors of the Company has adopted a policy that all transactions
between the Company and its officers, directors, principal shareholders and
other affiliates require the approval of a majority of the Company's
disinterested directors, and be conducted on terms no less favorable to the
Company than could be obtained from unaffiliated third parties.
Mr. Mobley loaned monies from time to time to the Company to help meet cash flow
requirements and as of December 31, 1998 the balance of such loans to the
Company aggregated $315,840. These amounts were converted to notes payable on
May 1, 1999 in conjunction with the investment in the Company by investors
affiliated with The Geometry Group. In 2000, in conjunction with the investment
in the Company by investors affiliated with The Geometry Group and the
conversion by The Provident Bank of certain of its loans to the Company to
common stock, Mr. Mobley converted $250,000 plus his PIK notes to common stock.
TradeCo Global Securities, Inc., where James Lewis is the majority shareholder,
was paid $40,000 in 1999, $30,000 in 2000 for financial advisory services and in
2001, $120,000 was accrued for financial advisory services but has not yet been
paid. In addition, TradeCo Global Securities, Inc. was paid $11,037 in interest
on Participating Income Notes in 1999, $22,851 in 2000 and $10,156 was accrued
in 2001.
James Lewis, James Lewis Family Trust, James W. Lewis, MPP, and James Lewis
Family Investments, LP, were paid $51,299 in interest on Participating Income
Notes in 1999, $65,037 in 2000 and $124,909 was accrued in 2001.
In February 2000, The Provident Bank converted $6.5 million senior secured debt
and $740 thousand PIK notes for $2.4 million in common stock and $4.9 million in
no-yield preferred stock which may later be converted to common stock at $3.00
per share. In 2000, The Provident Bank was paid $620,331 for interest on its
loans to the Company. In 2001, The Provident Bank was paid $700,000 for interest
on its loans to the Company.
OTHER BUSINESS
Our board of directors is not aware of any business to be presented at our
annual meeting other than that referred to in the Notice of Annual Meeting of
Shareholders and discussed herein. No other matters may properly come before the
Annual Meeting meeting.
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A. SCOTT MOBLEY
PRESIDENT
July 3, 2002
Indianapolis, Indiana
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby nominates, constitutes and appoints Donald A.
Morrison, III and A. Scott Mobley (or such other person as is designated by the
Board of Directors of Noble Roman's, Inc. (the "Company")) (the "Proxies"), or
either of them (with full power to act alone), true and lawful attorney(s), with
full power of substitution, for the undersigned and in the name, place and stead
of the undersigned to vote as designated below all of the shares of Common
Stock, no par value, of the Company entitled to be voted by the undersigned at
the Annual Meeting of Shareholders to be held at the Hampton Inn Downtown, 105
S. Meridian Street, Indianapolis, Indiana 46204, at 10:00 a.m., local time, July
31, 2002, and at any adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
1. The election of Directors:
Paul W. Mobley, A. Scott Mobley, Donald A. Morrison, III,
Douglas H. Coape-Arnold
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact any other business that is properly brought before the Annual
Meeting or any adjournment or postponement of the Annual Meeting.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
This proxy, when properly executed will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted "FOR" the matters listed in Proposal 1.
The undersigned acknowledges receipt of the Company's Annual Report on Form
10-K for the year ended December 31, 2001 and the Notice of the Annual Meeting
and the Proxy Statement. Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
[ ] PLEASE CHECK THIS BOX IF YOU PLAN TO ATTEND THE MEETING IN PERSON.
SIGN HERE
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(Please sign exactly as name appears at left)
SIGN HERE
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Executors, administrators, trustees, etc.
should so indicate when signing
DATED
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