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):  September 30, 2015

Registrant's telephone number, including area code:   (857) 415-5000

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 5.02

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

(b)           On September 30, 2015, Bryan Marks resigned as Vice President of Operations of Cosi, Inc. (the Company") to pursue other opportunities, effective October 14, 2015.

(c)           On September 30, 2015, the Company appointed William (Willy) Nicolini as Vice President of Operations of the Company, effective immediately.

Mr. Nicolini, 59 years old, has served as the Company's Vice President Operations Services since March 2015.  Nicolini comes to Cosi with 30 years of restaurant operations experience, including senior roles as Chief Operating Officer and Senior Vice President of Operations in turnaround and change management situations.  Most recently, Nicolini was the COO of CSPB Holdings (dba Pinkberry Frozen Yogurt), in New York, New York, from July 2013, until joining Cosi.  Prior to that, he served as Regional Vice President of Uno Chicago Grill, in Boston, Massachusetts, from November 2010 to June 2013, and as Senior Vice President of Operations, Owner / Operator, of ABP Corporation (Au Bon Pain), from 2003 to October 2010.

In addition, as a material inducement to enter into employment with the Company and as long-term incentive compensation, on the effective date of his promotion ("Date of Grant"), Mr. Nicolini was granted 75,000 shares of restricted stock, of which 50% will be time-vested ("Time Vested Shares") and 50% shares will be performance-based shares based on the market price of the Company's stock ("Performance-Based Shares"), which shares will be issued pursuant to the Company's Amended and Restated 2005 Omnibus Long-Term Incentive Plan, and will be subject to the following vesting schedules:

(a)           The Time-Vested Shares will vest in four equal installments, with 25% vesting on each of the first, second, third and fourth anniversaries of the Date of Grant, provided that Mr. Nicolini remains in the continuous employ of the Company through each such vesting date.

(b)           The Performance-Based Shares will vest in four equal installments, provided that Mr. Nicolini remains in the continuous employment of the Company from and after the Date of Award and through the respective vesting dates set forth below and the specified price targets set forth below for the Company's common stock are

achieved:

(i)           25% on the first day on which the closing price of the Company's common stock shall have exceeded $2.00 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events);

(ii)          25% on the first day on which the closing price of the Company's common stock shall have exceeded $2.50 for 30 consecutive trading days (as adjusted for stock; splits, recapitalizations, reorganizations or similar events);

(iii)         25% on the first day on which the closing price of the Company's common stock shall have exceeded $3.00 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events); and

(iv)        25% on the first day on which the closing price of the Company's common stock shall have exceeded $4.00 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events).

Mr. Nicolini's offer letter, dated September 30, 2015, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 in its entirety by reference.

Mr. Nicolini's promotion follows the resignation of Bryan Marks as Vice President of Operations on September 30, 2015, effective October 14, 2015.

 

A copy of the Company's press release announcing the above is attached hereto as Exhibit 99.1.

 

Item 9.01                Financial Statements and Exhibits.

(d)          Exhibits

 

 

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.

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

 

 

 

September 30, 2015

William (Willy) Nicolini

Dear Willy:

We are pleased to confirm the essentials of your promotion offer with Cosi, Inc. (the "Company", "we" or "us").  Please be advised that this is not a contract for employment.  The terms of this promotion offer letter replace and supersede the terms of any prior offer letter.

(i)            (25%) on the first day on which the closing price of the Company's common stock has exceeded $3.50 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events);

(ii)          (25%) on the first day on which the closing price of the Company's common stock has exceeded $4.00 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events);

(iii)         (25%) on the first day on which the closing price of the Company's common stock has exceeded $4.50 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events); and

(iv)        (25%) on the first day on which the closing price of the Company's common stock has exceeded $5.00 for 30 consecutive trading days (as adjusted for stock splits, recapitalizations, reorganizations or similar events);

(i)           (25%) on the first anniversary of the date of award, provided that you remain in the continuous employ of the Company from and after the date of grant and through such vesting date;

(ii)          (25%) on the second anniversary of the date of award, provided that you remain in the continuous employ of the Company from and after the date of grant and through such vesting date;

(iii)         (25%) on the third anniversary of the date of award, provided that you remain in the continuous employ of the Company from and after the date of grant and through such vesting date; and

(iv)        (25%) on the fourth anniversary of the date of award, provided that you remain in the continuous employ of the Company from and after the date of grant and through such vesting date.

Restrictive Covenant Agreement, in the form attached hereto, at the time of your promotion.

We look forward to welcoming you in your new position and to your continued success with Così.    If you have any questions, please do not hesitate to contact me (312-310-1336).

 

Sincerely,   COSÌ, INC.   Vicki Baue,   Vice President

 

Miguel Rossy-Donovan (via email)

 

Così, Inc. Appoints Willy Nicolini as New Vice President of Operations

Boston, MA - October 6, 2015 (GLOBE NEWSWIRE) - Cosi, Inc. (NASDAQ:  COSI), the fast-casual restaurant company, today announced that it has appointed Willy Nicolini as Vice President of Operations, effective September 30, 2015.

Nicolini replaces Bryan Marks, Cosi's prior Vice President of Operations. On September 30, 2015, Marks resigned his position with the Company to pursue other opportunities, effective October 14, 2015.  "Bryan has been an important member of our team over the

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.