UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  January 21, 2015

Cosi, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
000-50052
06-1393745
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


294 Washington Street, Ste. 510, Boston, Massachusetts 02108
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code:   (857) 415-5000

 
(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):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 1.01                      Entry into a Material Definitive Agreement.

On January 21, 2015, Cosi, Inc. (the “Company”) entered into a Separation Agreement and Release (the “Agreement”) with Scott Carlock, Chief Financial Officer, providing that the employment relationship between the Company and Mr. Carlock terminated on January 21, 2015.  Pursuant to the Agreement, Mr. Carlock will receive severance payments in the aggregate amount of $64,615.36, which represents four months’ gross salary, payable in bi-weekly installments, less applicable withholding taxes and deductions. All unvested shares of restricted stock held by Mr. Carlock will be forfeited.  Under the Agreement, Mr. Carlock released the Company from any and all claims relating to his employment or otherwise, with limited exceptions, including with respect to his indemnification by the Company. The Agreement also provides that Mr. Carlock will remain subject to customary confidentiality requirements pursuant to the confidentiality agreement entered into in connection with his employment.

A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On January 21, 2015, Scott Carlock resigned as Chief Financial Officer of Cosi, Inc. (the Company”) to pursue other opportunities, effective immediately.  Mr. Carlock is not resigning because of a disagreement on any matter relating to the Company’s operations, policies or practices.

(c)           On January 21, 2015, the Company appointed Rich Bagge as interim Chief Financial Officer (“CFO”) of the Company, effective immediately, until a successor for Mr. Carlock has been identified.  The Company has engaged an executive search firm to commence a search for a replacement CFO.

Mr. Bagge, 45 years old, has served as the Chief Financial Officer of Hearthstone Associates, LLC (“Hearthstone”), the Company’s largest franchisee, since February, 2013.  Prior to joining Hearthstone Mr. Bagge served as Vice President of Finance and Controller for Canaccord Genuity, a publicly traded investment bank focused on institutional sales and investment banking.  Prior to Canaccord, he served as Accounting Manager for New England Restaurant Group, the then-parent company of Bertucci’s restaurants and New England franchisee of Chili’s restaurants based in Westborough, MA.  Mr. Bagge has a Bachelor of Arts degree from the University of Massachusetts. 

Mr. Bagge was to become Vice President - Real Estate and Development upon consummation of the previously-disclosed Hearthstone merger. Mr. Bagge will assume that role upon the Company’s appointment of a successor Chief Financial Officer.

Pursuant to the terms of his offer letter, while serving as the Company’s interim Chief Financial Officer, Mr. Bagge will be paid $182,000 per year, pro rated for any partial year.
 
 
 

 
 
Given the interrelated nature of the pending merger between Cosi and Hearthstone, the Company’s Board of Directors has formed an ad hoc committee comprised of Mark Demilio, Chairman of the Board, and David Lloyd, Chairman of the Audit Committee, to oversee the merger.  The committee will work with management and Company advisors to ensure the arms-length nature of the transaction between the two companies.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits

 
Exhibit 99.1
Separation Agreement and Release, dated January 21, 2015, between Cosi, Inc. and Scott Carlock.
 
 
Exhibit 99.2
Press Release of Cosi, Inc., dated January 22, 2015.


 
Signature
 
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.
 
Date:  January 22, 2015
Cosi, Inc.
 
/s/ Vicki Baue                                                                 
Name: Vicki Baue
Title: V. P. and General Counsel, CCO

 
 

 

 
EXHIBIT INDEX
         
 
Exhibit No.
 
 
Description
 
 
Paper (P) or
Electronic (E)
99.1
 
Separation Agreement and Release, dated January 21, 2015, between Cosi, Inc. and Scott Carlock.
 
E
         
99.2
 
Press Release of Cosi, Inc., January 22, 2015.
 
E



Exhibit 99.1
 
SEPARATION AGREEMENT AND RELEASE
 
THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is hereby voluntarily entered into on the 21st day of January, 2015 (“Effective Date”) by and between COSÌ, INC., a Delaware corporation (the “Company”), and SCOTT CARLOCK (“Mr. Carlock”), an individual residing in the State of Indiana.
 
Mr. Carlock and the Company agree as follows:
 
1. Separation of Employment.  Mr. Carlock’s employment with the Company will terminate on January 21, 2015 (the “Separation Date”).  Mr. Carlock will be paid his pro-rated bi-weekly salary through the Separation Date, less applicable withholding taxes and deductions.  Insurance coverage, if in effect on the Separation Date, will remain in effect through the end of the month during which the Separation Date occurs.  At his election, Mr. Carlock was not participating in the Company’s medical insurance plan as of the Separation Date.  In addition, the Company will pay to Mr. Carlock vacation accrued as of the effective termination date but not yet paid, if any. Accrued but unpaid vacation as of the Separation Date.
 
2. Severance Consideration.  Provided that Mr. Carlock returns to Kate Shehan, V. P. Human Resources, and does not revoke, this Agreement, and subject to the other terms and conditions of this Agreement, the Company agrees to provide to Mr. Carlock after the Separation Date the additional compensation set forth below:
 
(a) Gross payments equal to SIXTY-FOUR THOUSAND SIX HUNDRED FIFTEEN AND 36/100 U.S. DOLLARS (US$64,615.36), which is equivalent to sixteen (16) weeks of Mr. Carlock’s gross base salary, to be paid less applicable withholding taxes and deductions, in bi-weekly installments similar to the Company’s payroll practices.
 
(b) The Company shall pay for five (5) additional hours of time with the executive coach with whom Mr. Carlock has been working, which hours will be used from and after the Separation Date at Mr. Carlock’s discretion.
 
(c) Mr. Carlock shall receive the consideration set forth above in this Section 2 commencing with the Company’s next regularly scheduled pay date after the revocation period has expired.
 
(d) Mr. Carlock_acknowledges that the consideration set forth in this Section 2 is adequate to support his promises contained herein and that Mr. Carlock would not be receiving the consideration but for his execution of this Agreement.  Mr. Carlock further acknowledges that the consideration in this Section 2 is more than he would otherwise be entitled to receive.
 
3. Release and Covenant Not To Sue.
 
(a) In exchange for the consideration set forth in Section 2 above, Mr. Carlock waives all claims and agrees that he will not file a lawsuit against the Company and any legally affiliated entities, including each of their respective parents, subsidiaries, divisions, partners, joint venturers, sister entities and, as intended third-party beneficiaries, each of their respective predecessors, successors, heirs, and assigns, and each of their past, present and future directors, officers, members, agents, attorneys, employees, representatives, trustees, administrators, fiduciaries and insurers, jointly and severally, in their individual, fiduciary and corporate capacities (individually and collectively referred to as the “Released Parties”).
 
 
 

 
 
(b) Further, Mr. Carlock hereby fully, finally and unconditionally releases, forever discharges and, except as allowed by law, covenants not to file a lawsuit against the Released Parties from and for any and all lawsuits, claims for monetary or equitable relief, liabilities personal injuries, demands, debts, liens, damages, costs, grievances, and injuries all of any nature whatsoever, known or unknown, whether related or unrelated to Mr. Carlock’s employment, accruing prior to the execution by Mr. Carlock of this Agreement.  The aforementioned also means Mr. Carlock waives any right to any form of recovery, compensation or other remedy in any action or charge brought by Mr. Carlock or on Mr. Carlock’s behalf.
 
(c) Without limiting the foregoing terms, this Agreement specifically includes all claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, as well as all claims of any tort, personal injury, wrongful termination, breach of contract, retaliation, discrimination, disparate treatment, and any and all claims arising under any federal, state or local constitution, statute, regulation, rule, ordinance, order, public policy, contract or common law.
 
(d) In addition to releasing the above causes of action, this Agreement specifically includes and waives Mr. Carlock’s claims to any and all equitable and legal relief, including any claim for attorneys’ fees and costs.  Mr. Carlock is not a prevailing party under any state or federal law.
 
(e) The above release shall operate as a general release and covenant not to sue and means that Mr. Carlock will not file a lawsuit against the Released Parties nor in any way accept any monetary or other remedy.  Mr. Carlock waives any right to any monetary recovery should any federal, state or local administrative agency pursue any claims on Mr. Carlock’s behalf arising out or related to Mr. Carlock’s employment or termination of employment with the Company.  Mr. Carlock acknowledges that Mr. Carlock has not suffered any on-the-job injury or condition for which Mr. Carlock has not already filed a claim.
 
(f) The above release and covenant not to sue is not a bar to Mr. Carlock’s right to challenge the validity of the waiver of right and claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act.
 
4. Medicare and Social Security.  Mr. Carlock hereby warrants and represents that Mr. Carlock presently is not, nor has Mr. Carlock ever been enrolled in Medicare Part A or Part B or applied for such benefits, and that Mr. Carlock has no claim for Social Security Disability benefits nor is Mr. Carlock appealing or re-filing for Social Security Disability benefits.  Mr. Carlock further warrants and represents that Mr. Carlock did not incur any physical injuries or receive medical care arising from or related to any of the claims released by this Agreement.  Mr. Carlock also warrants and represents that Medicare has not made any payments to or on behalf of Mr. Carlock, nor has Mr. Carlock made any claims to Medicare for payments of any medical bills, invoices, fees or costs.  Mr. Carlock agrees to indemnify and hold the Company and the Released Parties harmless from (a) any claims of, or rights of recovery by Medicare and/or persons or entities acting on behalf of Medicare as a result of any undisclosed prior payment or any future payment by Medicare for or on behalf of Mr. Carlock, and (b) all claims and demands for penalties based upon any failure to report the settlement payment, late reporting, or other alleged violation of Section 111 of the Medicare, Medicaid and SCHIP Extension Act that is based in whole or in part upon late, inaccurate, or inadequate information provided to the Company by Mr. Carlock.  Mr. Carlock agrees to hold harmless the Company and the Released Parties from and/or for any loss of Medicare benefits or
 
 
2

 
 
Social Security benefits (including Social Security Disability) Mr.  Carlock may sustain as a result of this Agreement.
 
5. Return of Company Materials.  By signing this Agreement, Mr. Carlock certifies to the Company that all confidential and proprietary information and other property of the Company in Mr. Carlock’s control or possession, in any media or format whatsoever, including, without limitation, marketing plans, marketing materials, financial information, recipes, product specifications, vendor/supplier lists, vendor/supplier pricing, the Company’s pricing strategy, gross margins, budgets, business plans, files, customer lists, franchisee lists, training materials, catering materials, keys, key cards, security codes, laptop computer, blackberry, cell phone, key or zip drives or similar devices, and any other equipment, materials, and information of the Company, have been returned to the Company, or shall be returned to the Company within five (5) days of the Separation Date, and that all electronic data and/or other information of the Company stored in electronic form or media have been deleted or destroyed.  At the Company’s request, Mr. Carlock agrees to certify in writing to the Company that he has complied with the requirements of this Section 5.  Mr. Carlock shall maintain in confidence and not disclose or use, or allow any third party to use, the Company’s confidential and proprietary or trade secret information, and Mr. Carlock agrees that doing so would result in unfair competition against the Company.  Mr. Carlock further agrees that the terms and provisions of the Confidentiality and Non-Compete Agreement entered into with the Company upon his employment continue in full force and effect in accordance with its terms following the Separation Date.
 
6. No Admission.  This Agreement shall not be construed as an admission by either party of any:  (a) wrongdoing or liability; (b) breach of any agreement; (c) violation of a statute, law or regulation; or (d) waiver of defenses as to those matters within the scope of this Agreement.  Mr. Carlock is not aware of any facts that would give rise to a claim of age or any other discrimination.
 
7. Waiver of Reinstatement.  Mr. Carlock waives any right to reinstatement or future employment with the Company, or any related or successor company, following Mr. Carlock’s separation from the Company on the Separation Date.
 
8. No Disclosure of Terms of Agreement.  Except as otherwise required by law, Mr. Carlock agrees that neither he nor his attorneys or agents will disclose the terms of this Agreement to anyone except Mr. Carlock’s attorneys, tax advisors, immediate family and governmental agencies, and that such persons, except for governmental agencies, shall be told that the information must be kept confidential.  Mr. Carlock represents further that in negotiating the terms of this Agreement, Mr. Carlock has not already disclosed the proposed terms to any such third-parties.
 
9. No Pending Claims.  Mr. Carlock acknowledges that the Agreement is also a settlement of all pending claims against the Released Parties and Mr. Carlock has withdrawn or had dismissed with prejudice any such claims that were pending before any court, agency or other person or entity.  Further, Mr. Carlock understands that the Released Parties’ obligations under this Agreement are conditioned on this representation.
 
10. No Disparagement.
 
(a) Mr. Carlock will not make comments to the general public, customers, franchisees, employees, media or other private persons or entities that disparage the Company’s operations, products, or qualification of personnel, franchisees, the Released Parties, or defame, slander or libel any of the Company’s current or former parent entities, subsidiaries, divisions, affiliates, agents, employees, officers, administrators, representatives, members, or franchisees, and
 
 
3

 
 
will not engage in any communications or other conduct which might interfere with the relationship between the Company and its current, former or prospective employees, customers, suppliers, franchisees, and/or any other persons or entities, and/or the franchisee and its current, former or prospective employees, customers, suppliers, and/or any other persons or entities.
 
(b) The Company will direct its senior officers, in their capacity as employees of the Company, not to make false, disparaging or derogatory statements about Mr. Carlock or Mr. Carlock’s job performance, work product or employment with the Company.
 
11. Reserved.
 
12. Cooperation.  Mr. Carlock agrees to cooperate reasonably with the Company and its counsel in regard to any litigation, investigation, or similar action presently pending or subsequently initiated involving matters of which Mr. Carlock has knowledge as a result of Mr. Carlock’s employment with the Company.  Such reasonable cooperation shall consist of Mr. Carlock making himself available at reasonable times for consultation with officers of the Company and its counsel and for depositions or other similar activity.  Mr. Carlock shall not receive any additional compensation for rendering such assistance.  The Company shall pay or reimburse Mr. Carlock, as determined by the Company, for reasonable costs of travel and travel-related expenses incurred by Mr. Carlock in connection with any such cooperation and assistance provided that Mr. Carlock shall contact the Company promptly upon notice to coordinate travel arrangements prior to incurring any such costs and expenses and shall promptly submit to the Company receipts and documentation for such costs and expenses.
 
13. Complete Agreement; Severability.  Mr. Carlock and the Company understand that this Agreement, other than the Confidentiality and Non-Compete Agreement entered into upon his employment and any other confidentiality, non-disclosure and invention agreements (collectively, the “Confidentiality Agreement”) entered into between Mr. Carlock and the Company during his employment, sets forth all of the terms and conditions of the agreement between the parties and that, in signing this Agreement, Mr. Carlock and the Company cannot rely and have not relied upon any prior verbal statement regarding the subject matter, basis or effect of this Agreement, and that all clarifications of, or modifications and/or amendments to this Agreement must be in writing and signed by Mr. Carlock and an authorized officer of the Company.  This Agreement supersedes any and all prior agreements, understandings and communications between the parties (other than the Confidentiality Agreement).  Those terms of the Confidentiality Agreement which are intended to survive termination of Mr. Carlock’s employment shall so survive.
 
14. Neutral Construction.  The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.
 
15. Severability.  The provisions of this Agreement are severable.  In the event any provisions, or parts of any provisions, of this Agreement are found to be unenforceable, the remaining provisions of this Agreement will, at the Company’s discretion, remain enforceable.
 
16. Time to Consider Agreement.  Mr. Carlock acknowledges that he has been provided a period of twenty-one (21) days within which to consider and sign this Agreement (the “consideration period”) and return it to the Company.  However, Mr. Carlock is not required to wait twenty-one (21) days to sign this Agreement if he chooses not to do so.  This offer automatically expires on the twenty-second (22nd) day without the Company having to take any action.  Mr. Carlock has seven (7) days to revoke this Agreement after signing (the “revocation
 
 
4

 
 
period”).  Such revocation must be sent via email, fax, or hand delivery to Kate Shehan by fax: (847) 580-4964 or email at kshehan@getcosi.com or hand delivery at 294 Washington Street, Suite 510, Boston, Massachusetts 02108, by 11:59 p.m. on the seventh (7th) day after Mr. Carlock’s signature page is received by the Company.  No payments will issue until the revocation period has expired, and this Agreement is not enforceable until the revocation period has expired.
 
17. Attorneys’ Fees and Costs.  In addition to releasing the causes of action, this Agreement includes and extinguishes all claims Mr. Carlock may have for equitable and legal relief and attorneys’ fees and costs.  Moreover, Mr. Carlock specifically intends and agrees that this Agreement fully contemplates all claims for attorneys’ fees and costs, and hereby waives, compromises, releases and discharges any such claims.
 
18. Right to Counsel.  Mr. Carlock is hereby advised in writing that has the right to consult with an attorney before signing this Agreement.
 
 
I acknowledge my right to have counsel review, but I elect not to have counsel review this Agreement
 
 
  SC   Initials
 
 
I elected to have counsel review this Agreement.  My Counsel is
 _______________________________________________________________
__________________________________________.
 
(name, address, phone and email of Counsel)

 
________ Initials
 
After consultation with counsel, I understand that the Company has met all legal requirements for the waiver of claims.

 
________ Initials
 
19. Binding Effect / Applicable Law.  This Agreement and the obligations arising under it shall be governed by and construed under the laws of the State of Delaware, without reference to the principles of conflict of laws.  This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, successors and assigns.
 
20. Acknowledgement.  Mr. Carlock has completely read this Agreement and acknowledges that it is written in a manner calculated to be understood by Mr. Carlock.  Mr. Carlock fully understands its terms and contents, including the rights and obligations under this Agreement, and Mr. Carlock freely, voluntarily and without coercion, enters into this Agreement.  Mr. Carlock agrees and acknowledges that Mr. Carlock has been advised to consult with an attorney and/or other advisors of his choice before signing this Agreement.  Further, Mr. Carlock understands that this Agreement is legally binding and by executing this Agreement he waives certain rights.
 
21. Counterparts; Facsimile.  This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument; provided, however, that this Agreement shall be of no force and effect until signed by both parties.  Signature by facsimile or other similar electronic transmission shall have the same force and effect as an original signature.
 
 
 
5

 
 
PLEASE READ CAREFULLY.  THIS DOCUMENT CONTAINS A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS,
TO THE FULLEST EXTENT ALLOWED BY LAW.


 MR. CARLOCK:                                                                                                 
COSI, INC., a Delaware corporation
   
   
  /s/  Scott Carlock                                                                                               
By:  /s/  Kate Shehan                                                                                         
Employee Signature
 
 
Name:    Kate Shehan                                      
   
Name: SCOTT CARLOCK
Title:    Vice President, Human Resources                                                    
   
Date:   01/21/2015                                                                                             
Date:   01/21/2015                                                                                             
   
Address for Notices and Other
Communications Under this Agreement:
Address for Notices and other
Communications Under this Agreement:
   
______________________________________________________
Cosi Inc.
______________________________________________________
294 Washington Street, Suite 510
______________________________________________________
Boston, MA  02108
 
Attn:  Kate Shehan, VP HR
    
Email:  kate.shehan@getcosi.com
Tel:___________________________________________________
 
Cell:___________________________________________________
With a copy to:
Email:__________________________________________________
 
 
Vicki Baue
 
Email:  vbaue@getcosi.com
 
Fax:  (847) 580-4964

6



 
Exhibit 99.2
 

 
 
 CONTACT:     Vicki Baue
(857) 415-5000
 
 
 

Così, Inc. Chief Financial Officer Resigns,
Company Appoints Interim Chief Financial Officer

Così Board appoints ad hoc committee to oversee Hearthstone merger


BOSTON, MA – January 22, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it has appointed Richard Bagge, 45, to serve as Interim Chief Financial Officer, effective immediately, following the resignation of Scott Carlock.  Mr. Carlock resigned as Chief Financial Officer of the Company on January 21, 2015, to pursue other opportunities.  The Company has engaged an executive search firm to commence a search for a new Chief Financial Officer.

R. J. Dourney, the Company’s President and Chief Executive officer, said, “We appreciate Scott’s contributions to Cosi over the past several months as we relocated our Support Center to Boston, completed a rights offering, and implemented our strategy for building a stronger business.  We wish him well as he pursues other opportunities.”

Mr. Bagge has served as the Chief Financial Officer of Hearthstone Associates, LLC. (“Hearthstone”), the Company’s largest franchisee, since February, 2013.  Prior to joining Hearthstone, Mr. Bagge served as Vice President of Finance and Controller for Canaccord Genuity, a publicly traded investment bank focused on institutional sales and investment banking.  Prior to Canaccord, he served as Accounting Manager for New England Restaurant Group, the then-parent company of Bertucci’s restaurants and New England franchisee of Chili’s restaurants based in Westborough, MA.  Mr. Bagge has a Bachelor of Arts degree from the University of Massachusetts. 

Mr. Dourney commented, “Mr. Bagge knows Cosi well, he has been instrumental in Hearthstone’s growth, and I am confident he will lead the financial team and capably fulfill the CFO role during this interim period.”  Mark Demilio, Chairman of the Board of Directors of the Company, added, “Mr. Bagge is a talented and experienced financial executive, and he has the full confidence of the Board and Cosi’s senior management team to maintain Cosi’s momentum as the Company conducts its search.”

Given the interrelated nature of the pending merger between Cosi and Hearthstone, the Company’s Board of Directors has formed an ad hoc committee comprised of Mark
 
 
 

 
 
Demilio, Chairman of the Board, and David Lloyd, Chairman of the Audit Committee, to oversee the merger.  The committee will work with management and Company advisors to ensure the arms-length nature of the transaction between the two companies.

Mr. Bagge was to become Vice President - Real Estate and Development upon consummation of the Hearthstone merger. Mr. Bagge will step into that role upon the Company’s appointment of a successor Chief Financial Officer.

About Così, Inc.
Così® (http://www.getcosi.com) is a national fast casual restaurant chain that has developed featured foods built around a secret, generations-old recipe for crackly crust flatbread. This artisan bread is freshly baked in front of customers throughout the day in open-flame stone-hearth ovens prominently located in each of the restaurants. Così’s warm and urbane atmosphere is geared towards its sophisticated, upscale, urban and suburban guests. There are currently 64 Company-owned and 47 franchise restaurants operating in sixteen states, the District of Columbia, the United Arab Emirates, and Costa Rica. The Così® vision is to become America's favorite fast casual restaurant by providing customers authentic, innovative, savory food while remaining an affordable luxury.

The Così® menu features Così® sandwiches, freshly-tossed salads, bowls, breakfast wraps, melts, soups, Squagels®, flatbread pizzas, S'mores, snacks and other desserts, and a wide range of coffee and coffee-based drinks and other specialty beverages. Così® restaurants are designed to be welcoming and comfortable with an eclectic environment. Così's sights, sounds, and spaces create a tasteful, relaxed ambience that provides a fresh and new dining experience.

“Così,” and related marks are registered trademarks of Così, Inc. in the U.S.A. and certain other countries. Copyright © 2015 Così, Inc. All rights reserved.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This press release contains statements that constitute forward- looking statements under the federal securities laws. Forward-looking statements are statements about future events and expectations and not statements of historical fact. The words "believe," "may," "will," "should," "anticipate," "estimate," "expect," "intend," "objective," "seek," "plan," "strive," or similar words, or negatives of these words, identify forward- looking statements. We qualify any forward-looking statements entirely by these cautionary factors. Forward-looking statements are based on management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to management. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Factors that could contribute to these differences include, but are not limited to: the cost of our principal food products and supply and delivery shortages and interruptions; labor shortages or increased labor costs; changes in demographic trends and consumer tastes and preferences,
 
 
 

 
 
including changes resulting from concerns over nutritional or safety aspects of beef, poultry, produce, or other foods or the effects of food-borne illnesses, such as E. coli, “mad cow disease” and avian influenza or “bird flu”; competition in our markets, both in our business and in locating suitable restaurant sites; our operation and execution in new and existing markets; expansion into new markets including foreign markets; our ability to attract and retain qualified franchisees and our franchisees’ ability to open restaurants on a timely basis; our ability to locate suitable restaurant sites in new and existing markets and negotiate acceptable lease terms; the rate of our internal growth and our ability to generate increased revenue from our existing restaurants; our ability to generate positive cash flow from existing and new restaurants; fluctuations in our quarterly results due to seasonality; increased government regulation and our ability to secure required government approvals and permits; our ability to create customer awareness of our restaurants in new markets; the reliability of our customer and market studies; cost effective and timely planning, design and build out of restaurants; our ability to recruit, train and retain qualified corporate and restaurant personnel and management; market saturation due to new restaurant openings; inadequate protection of our intellectual property; our ability to obtain additional capital and financing; adverse weather conditions which impact customer traffic at our restaurants; and adverse economic conditions. Further information regarding factors that could affect our results and the statements made herein are included in our filings with the Securities and Exchange Commission.

Additional information is available on the Cosi, Inc. website at www.getcosi.com.