UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 16, 2010
NOBLE ROMAN'S, INC.
(Exact name of Registrant as specified in its charter)
Indiana 0-11104 35-1281154
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Company's telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As of March 16, 2010, the Board of Directors of Noble Roman's, Inc. (the
"Registrant") increased the number of directors comprising its Board of
Directors from three to five. To fill the vacancies created by this change, the
Board of Directors appointed Jeffrey R. Gaither as a Class II Director and James
F. Basili as a Class III Director.
Jeffrey R. Gaither has been a partner with the law firm Bose McKinney &
Evans, LLP since 2004 and assumed the position of Managing Partner on March 1,
2010. Mr. Gaither has served as counsel to the Registrant in various matters
since 1998. Mr. Gaither holds a juris doctorate, cum laude, from Indiana
University School of Law and a bachelor of science in public affairs from
Indiana University. The Registrant paid Bose McKinney for services rendered
approximately $370 thousand and $171 thousand, respectively, during the years
ended December 31, 2009 and 2008.
James F. Basili is the founder and Managing Partner of Blacktree Capital
Management, a partnership that makes long-term investments in undervalued
businesses, which was founded in November, 2007. Prior to founding Blacktree,
Mr. Basili was a Partner at Kinderhook Partners, an investment firm he
co-founded in 2003. Earlier, he was a Principal at Geocapital Partners, a
leading venture capital firm managing over $500 million in institutional funds
across North America and Europe. He began his career at the Mitchell Madison
Group, a global management consulting firm. Mr. Basili received his bachelor's
degree, cum laude, from Harvard University.
As compensation for their service on the Board of Directors, Mr. Gaither
and Mr. Basili will each receive a $14,000 annual retainer fee, a $1,000 fee for
each Board meeting attended, a $1,000 annual fee for each committee on which
such director serves, and a $900 fee for each committee meeting attended. Mr.
Gaither and Mr. Basili also will be eligible for stock option grants and will be
reimbursed for out-of-pocket expenses incurred in connection with their Board
service.
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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.
Dated: March 18, 2010
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer