false0001275158 0001275158 2020-06-16
2020-06-16
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):
June 16, 2020
NOODLES &
COMPANY
(Exact name
of registrant as specified in its charter)
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Delaware
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001-35987
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84-1303469
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(State or Other Jurisdiction
of
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(Commission File
Number)
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(I.R.S. Employer
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Incorporation)
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Identification
No.)
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520
Zang Street, Suite D
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Broomfield,
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CO
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80021
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
Telephone Number, Including Area Code: (720)
214-1900
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))
Securities
registered pursuant to Section 12(b) of the Act:
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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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Class A common
stock
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NDLS
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Nasdaq Global Select
Market
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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 2.02.
Results of Operations and Financial Condition.
On June 17, 2020,
Noodles & Company (the "Company") filed its Form 10-Q for the
fiscal quarter ended March 31, 2020 and issued a press release
disclosing comparable sales results and a business update for its
fiscal second quarter to date for 2020. The full text of the press
release is included as Exhibit 99.1 hereto.
The information
furnished with this report, including Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such
filing.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June 16, 2020,
Mr. Andrew Taub notified the Company of his resignation as a Class
II director of the Board of Directors, effective immediately. Mr.
Taub’s resignation was not the result of any disagreement with the
Company’s operations, policies or procedures.
Mr. Taub is
affiliated with L
Catterton, which
owned approximately 18.5% of our common stock as of February 7,
2020; Mr. Taub was designated by L
Catterton as a
director of the Company's Board of Directors. Based on its current
ownership, L
Catterton retains
the right to designate one nominee for election to the Company’s
Board of Directors pursuant to the amended and restated
stockholders agreement, dated as of July 2, 2013. Following the
resignation of Mr. Taub, L
Catterton no
longer has a designee on our Board of Directors.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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104
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Cover Page
Interactive Data File. The cover page XBRL tags are embedded within
the Inline XBRL document.
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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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Noodles &
Company
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DATE: June 17,
2020
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By:
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/s/ KEN KUICK
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Name:
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Ken Kuick
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Title:
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Chief Financial
Officer
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