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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): September 28, 2004
California Pizza Kitchen, Inc.
(Exact name of registrant as specified in its charter)
California 000-31149 95-4040623
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
6053 West Century Boulevard, 11th Floor
Los Angeles, California 90045-6438
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 342-5000
Not Applicable
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(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))
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Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
(b) On September 28, 2004, California Pizza Kitchen, Inc. (the "Company")
notified The Nasdaq Stock Market, Inc. ("Nasdaq") that one of its independent
directors, William C. Baker, had been elected to serve as Chairman of the Board
and interim Chief Executive Officer of Callaway Golf Company ("Callaway"), a
publicly-traded Delaware corporation. Mr. Baker assumed these roles following
the unexpected resignation of Callaway's Chief Executive Officer. Richard L.
Rosenfield, the Company's Co-Chairman of the Board, Co-President and Co-Chief
Executive Officer, sits on the Compensation Committee of the Board of Directors
of Callaway. As a result of Mr. Baker's service on the Company's Compensation
Committee and Mr. Rosenfield's service on Callaway's Compensation Committee, Mr.
Baker no longer qualifies as an independent director of California Pizza Kitchen
under Nasdaq Marketplace Rule 4200(a)(15). As a result, the Company no longer
had a majority of independent directors serving on its Board as required by
Nasdaq Marketplace Rule 4350(c)(1) and was not in compliance with Nasdaq
Marketplace Rule 4350(d)(2)(A) which requires listed companies to have an Audit
Committee consisting of at least three members, all of whom are independent. Mr.
Baker resigned as a member and the chairman of the Company's Audit Committee on
September 29, 2004, thus affording the Company the ability to rely on Nasdaq
Marketplace Rule 4350(d)(4) which provides a cure period to regain compliance
until the Company's next annual shareholders' meeting or one year from the date
of the event causing the failure to comply. The Company has already cured its
failure to comply as discussed below.
On September 30, 2004, the Company's Board of Directors increased the size of
the Board from six members to seven members as permitted under the Company's
Bylaws. The Board appointed Dick Poladian to fill the vacancy and also elected
Mr. Poladian to serve on the Company's Audit Committee, Nominating and
Governance Committee, and Compensation Committee. Mr. Poladian meets the
definition of independence under Nasdaq Marketplace Rule 4200(a)(15) and, upon
his appointment, the Company regained full compliance with all applicable Nasdaq
Marketplace Rules.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) William C. Baker resigned from his role as a member and the chairman of the
Company's Audit Committee on September 29, 2004 following his change in status
from an independent director to a non-independent director. Mr. Baker will
remain a member of the Board of Directors.
(d) On September 30, 2004, the Company's Board of Directors increased the size
of the Board from six members to seven members as permitted under the Company's
Bylaws. The Board appointed Dick Poladian to fill the vacancy and also appointed
Mr. Poladian as a member of the Company's Audit Committee, Nominating and
Governance Committee, and Compensation Committee. Mr. Poladian is the Executive
Vice President, Chief Financial Officer and Chief Administrative Officer of Lowe
Enterprises, Inc. Prior to joining Lowe Enterprises in 2002, Mr. Poladian has
been with Arthur Andersen from 1974 to 2002. Mr. Poladian last served as a
Global Management Partner responsible for all services to one of Andersen's
Global 1000 clients. A copy of the Company's press release dated October 1, 2004
announcing the appointment of Mr. Poladian is attached as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
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99.1 Press Release dated October 1, 2004 entitled: "Dick Poladian Is
Elected To California Pizza Kitchen Board of Directors."
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 1, 2004 California Pizza Kitchen, Inc.
a California corporation
By: /s/ Richard L. Rosenfield
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Co-Chief Executive Officer
By: /s/ Larry S. Flax
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Co-Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated October 1, 2004 entitled: "Dick Poladian Is
Elected To California Pizza Kitchen Board of Directors."