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)
 
Delaware
001-35987
84-1303469
(State or Other Jurisdiction of
(Commission File Number)
(I.R.S. Employer
Incorporation)
 
Identification No.)

 
 
 
520 Zang Street, Suite D
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Broomfield,
CO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
80021
 
 
 
(Address of principal executive offices)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Zip Code)
 
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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock
NDLS
Nasdaq Global Select Market
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.

Exhibit No.
 
Description
99.1
 
 
104
 
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.
 










 








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.
 
 
 
 
 
 
 
 
 
Noodles & Company
 
 
 
 
 
 
 DATE: June 17, 2020
By:
/s/ KEN KUICK
 
Name:
Ken Kuick
 
Title:
Chief Financial Officer



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