Exhibit 99.1
NEWS BULLETIN RE: NOBLE ROMAN'S, INC.
1 Virginia Avenue, Suite 800
Indianapolis, IN 46204
FOR ADDITIONAL INFORMATION, CONTACT:
Investor Relations: Paul Mobley, Chairman 317/634.3377
Press Information: Scott Mobley, President 317/634.3377
(Indianapolis, Indiana) - August 2, 2005 -- Noble Roman's, Inc. (OTC/BB: NROM),
the Indianapolis-based franchisor of Noble Roman's Pizza and Tuscano's Italian
Style Subs, today announced that it has entered into a settlement agreement with
SummitBridge National Investments, LLC and related entities. Upon closing of the
transactions contemplated by the agreement, which is subject to certain
conditions, Noble Roman's will report a pre-tax gain of approximately
$2,800,000.
At the closing, Noble Roman's will acquire all of SummitBridge's debt and equity
interests in Noble Roman's, except for 2,400,000 shares of common stock, for a
purchase price of $8,300,000. These interests consist of a senior secured
promissory note in the principal amount of $7,700,000, interest accrued on the
note since February 2004, 3,214,748 shares of Noble Roman's common stock,
$4,929,275 stated amount of Noble Roman's no-yield preferred stock convertible
into 1,643,092 shares of common stock, and a warrant to purchase 385,000 shares
of Noble Roman's common stock with an exercise price of $.01 per share.
The closing under the settlement agreement is contingent upon, among other
things, Noble Roman's obtaining new financing on terms satisfactory to it. Noble
Roman's has entered into a non-binding letter of understanding with a lender
that proposes to make Noble Roman's a loan of the funds to complete the
transactions under the settlement agreement. In conjunction with the financing,
the holders of the $2,040,000 principal amount of currently outstanding
subordinated debentures issued by Noble Roman's have agreed, at the time of the
closing under the settlement agreement, to convert their debentures into shares
of Noble Roman's convertible preferred stock with a liquidation preference equal
to the principal amount of the debt converted. The preferred stock is
convertible after December 31, 2006 into Noble Roman's common stock at a
conversion price of $2.25 per share.
Noble Roman's agreed to use commercially reasonable efforts to assist
SummitBridge in finding one or more buyers for their retained stock over a six-
to nine-month period after closing. SummitBridge will continue to have no voting
rights with respect to its retained shares as a result of the Indiana Control
Share Acquisition Act. However, following the six- to nine-month period after
closing, SummitBridge will have the right to require Noble Roman's and its
executive officers to use commercially reasonable efforts to cause Noble Roman's
shareholders to vote to restore SummitBridge's voting rights on any shares that
SummitBridge then owns. Also after the six- to nine-month period, if
SummitBridge then owns more than 5% of Noble Roman's outstanding shares,
SummitBridge will have certain registration rights.
Upon closing under the settlement agreement, the legal action initiated by Noble
Roman's against SummitBridge National Investments, LLC in March 2004 will be
resolved and the parties will execute mutual releases. As previously reported by
Noble Roman's, the parties had asserted various claims against each other after
SummitBridge acquired the above-described secured promissory note and related
stock ownership interests from The Provident Bank, Noble Roman's former bank
lender, in October 2003.
The statements contained in this press release concerning Noble Roman's future
revenues, profitability, financial resources, market demand and product
development are forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) relating to the company that
are based on the beliefs of the management of the company, as well as
assumptions and estimates made by and information currently available to the
company's management. Noble Roman's actual results in the future may differ
materially from those projected in the forward-looking statements due to risks
and uncertainties that exist in the company's operations and business
environment including, but not limited to: competitive factors and pricing
pressures, shifts in market demand, general economic conditions and other
factors, including (but not limited to) changes in demand for Noble Roman's
products or franchises, the impact of competitors' actions and uncertainties
with respect to completion of the proposed settlement discussed above. Should
one or more of these risks or uncertainties adversely affect Noble Roman's or
should underlying assumptions or estimates prove incorrect, actual results may
vary materially from those described herein as anticipated, believed, estimated,
expected or intended.
END