Current Report Filing (8-k)
September 16 2019 - 7:21AM
Edgar (US Regulatory)
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 10, 2019
Carrols
Restaurant Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33174
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83-3804854
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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968
James Street
Syracuse,
New York
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13203
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(Address
of principal executive office)
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(Zip
Code)
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Registrant’s
telephone number, including area code (315) 424-0513
N/A
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par
value $.01 per share
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TAST
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The NASDAQ Global
Market
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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. ☐
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
On
September 16, 2019, the Board of Directors of Carrols Restaurant Group, Inc. (the “Company”) appointed Timothy
J. LaLonde, the Company’s former Vice President, Controller, as Interim Vice President, Interim Chief Financial Officer and Interim
Treasurer effective September 16, 2019 (the “Start Date”). Mr. LaLonde will receive a monthly salary of $25,000
and a grant of 10,000 shares of the Company’s common stock on the Start Date pursuant to the Company’s 2016 Stock Incentive Plan
(the “Plan”), which vests upon the later of the following (the “Vesting Date”): (a) the first
anniversary of the Start Date and (b) the date on which the Company has completed the transition period to a new Chief Financial
Officer of the Company as determined by the Chief Executive Officer of the Company, in his reasonable discretion, provided that
on the Vesting Date, Mr. LaLonde has continuously remained in the active employment of the Company or an Affiliate (as defined
in the Plan) of the Company. Mr. LaLonde, age 62, served as Chief Financial Officer of Dinosaur Restaurants, LLC from July 2017
until March 2019 and, as Vice President, Controller of the Company from 1997 until 2017. Before joining the Company, Mr. LaLonde
was a controller at Fay’s Incorporated, a retailing chain, from 1992 to 1997. Prior to that, Mr. LaLonde was a Senior Audit
Manager with the accounting firm of Deloitte & Touche LLP, where he was employed since 1978. Mr. LaLonde does not have
any other relationships with the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
On September
16, 2019, the Company issued a press release announcing the appointment of Mr. LaLonde as Interim Vice President, Interim Chief
Financial Officer and Interim Treasurer of the Company, the entire text of which is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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.
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Carrols
Restaurant Group, Inc.
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Date: September 16,
2019
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By:
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/s/
William E. Myers
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Name:
William E. Myers
Title:
Vice President, General Counsel and Secretary
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2
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