Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: June 13, 2017

(Date of earliest event reported)

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Papa Murphy’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or Other Jurisdiction of Incorporation or Organization)	001-36432 (Commission File Number)	27-2349094 (IRS Employer Identification No.)



8000 NE Parkway Drive, Suite 350 Vancouver, WA (Address of principal executive offices)		98662 (Zip Code)

(360) 260-7272

(Registrant’s telephone number, including area code)

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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:

[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

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

On June 13, 2017, the Board of Directors (the “Board”) of Papa Murphy’s Holdings, Inc. (the “Company”) appointed Weldon Spangler as Chief Executive Officer of the Company, effective July 17, 2017. The Board also appointed Mr. Spangler as a Class II Director of the Company to fill the vacancy created by the previously reported resignation of Ken Calwell, effective upon the commencement of Mr. Spangler’s employment as Chief Executive Officer of the Company. Effective July 17, 2017, Jean M. Birch will cease her service as interim Chief Executive Officer and President of the Company. The Company’s press release announcing Mr. Spangler’s appointment as Chief Executive Officer and Class II Director is attached hereto as Exhibit 99.1.

Prior to his appointment as Chief Executive Officer, President and Class II Director of the Company, Mr. Spangler, age 52, served as Senior Vice President, Baskin-Robbins U.S., Canada and Puerto Rico, a division of Dunkin’ Brands Group, Inc., since September 2015. Mr. Spangler joined Dunkin’ Brands in 2010, where he served as Vice President, Dunkin’ Donuts Operations U.S. and Canada until September 2015. Prior to joining Dunkin’ Brands, Mr. Spangler held various leadership positions with Starbucks Corporation. The Board believes that Mr. Spangler’s experience operating under a franchise model will provide the Company and the Board with strong leadership and operational insight.

In connection with Mr. Spangler’s appointment as Chief Executive Officer, Mr. Spangler accepted an offer letter from the Company dated June 9, 2017 (the “Offer Letter”). Under the Offer Letter, Mr. Spangler will initially receive an annual base salary of $515,000. Mr. Spangler will also be eligible to receive a target incentive payment of 75% of his annual base salary, which payment is guaranteed for 2017 and will be paid on a prorated basis following the end of the 2017 fiscal year. The Company will also grant Mr. Spangler stock options to purchase 250,000 shares of the Company’s common stock on the first business day of the quarter following his start date. Mr. Spangler will also receive (i) reimbursement for up to $50,000 in relocation expenses, (ii) a signing bonus of $80,000 plus the amount of his tax liability resulting from receipt of the signing bonus, and (iii) other benefits that are generally available to other executive officers of the Company.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Offer Letter, and is subject to and qualified in its entirety by reference to the complete text of the Offer Letter. A copy of the Offer Letter will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits . The following exhibit is filed with this report:



EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
99.1		Press Release dated June 14, 2017.

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.