COSI INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-28: Form 8-K; Period of report 2016-12-20; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
- 2016-12-20: Form 8-K; Period of report 2016-12-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2016-12-13: Form 8-K; Period of report 2016-12-07; Description 1.03 Bankruptcy or Receivership; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; Details 1.03.
- 2016-12-05: Form 8-K; Period of report 2016-12-02; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-28 | 8-K | 2016-12-20 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Cosi, Inc., a Delaware corporation (the “Company”) and LIMAB LLC, a Delaware limited liability company (“LIMAB), filed with the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) Amendment No. 4 dated December 20, 2016, and Amendment No. 5 dated December 20, 2016, to the Asset Purchase Agreement dated as of October 18, 2016, as amended by Amendment No. 1 dated October 20, 2016, Amendment No. 2 dated November 17, 2016, and Amendment No. 3 dated November 26, 2016 (collectively, the “Purchase Agreement”), all of which remain subject to approval of the Bankruptcy Court. 5.02 Pursuant to providing certain executive management services to the Company under the Operating Agreement, LIMAB appointed Chad Fitzhugh, 57 years of age, to serve as the Company’s interim Chief Financial Officer, effective as of December 20, 2016. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl . | form8k.htm |
| 2016-12-20 | 8-K | 2016-12-15 | 7.01 Regulation FD Disclosure | 7.01 The information in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and 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. | form8k.htm |
| 2016-12-13 | 8-K | 2016-12-07 | 1.03 Bankruptcy or Receivership; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure | 1.03 Cosi, Inc. (the “Company”), the fast-casual restaurant company, today announced that, on December 7, 2017, the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) (the “Court”) entered the Final Order Approving Notification and Hearing Procedures For Certain Transfers of Common Stock [Docket No. 520] (“Order”). 3.03 The information set forth above in Item 1.03 of this Form 8-K regarding the Final Order Approving Notification and Hearing Procedures For Certain Transfers of Common Stock [Docket No. 520] is incorporated herein by reference. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl. | form8k.htm |
| 2016-12-05 | 8-K | 2016-12-02 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Così, Inc. (the “Company”), the fast-casual restaurant company, today announced that, on November 29, 2016, it filed in the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) a Notice of Winning Bidder, stating that LIMAB LLC (“LIMAB”) is the winning bidder pursuant to the bidding procedures approved by the Bankruptcy Court on October 24, 2016, as subsequently amended. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl. | form8k.htm |
| 2016-11-22 | 8-K | 2016-11-16 | 7.01 Regulation FD Disclosure | 7.01 The information in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and 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. | form8k.htm |
| 2016-11-04 | 8-K | 2016-11-01 | 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.03 On November 1, 2016, Cosi, Inc. (the “Company”), a Delaware corporation, issued a press release announcing that, as previously reported on the Company’s Current Report on Form 8-K filed on October 28, 2016 (Commission File No. 001-36196), the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) entered the Order Establishing the Bidding Procedures Relating to the Sale of All or a Portion of the Debtors Assets [Docket No. 280]. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl. 8.01 On November 1, 2016, the Company issued a press release announcing that, as previously disclosed, the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) entered the Order Establishing the Bidding Procedures Relating to the Sale of All or a Portion of the Debtors Assets [Docket No. 280]. | form8k.htm |
| 2016-10-28 | 8-K | 2016-10-24 | 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure | 1.03 On October 24, 2016, the United States Bankruptcy Court for the District of Massachusetts (the “Court”) entered the Order Establishing Bidding Procedures Relating to the Sale of all or a Portion of the Debtors’ Assets [Docket No. 280] (the “Bidding Procedures Order”), by which the Court approved the bidding procedures set forth in Exhibit 99.1 attached hereto. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl. | form8k.htm |
| 2016-10-14 | 8-K | 2016-10-11 | 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.03 On October 11, 2016, Cosi, Inc. (the “Company”) announced that it is aggressively seeking qualified bidders who may have an interest in purchasing substantially all of its assets in a sale process under Section 363 of the Bankruptcy Code. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl. 8.01 On October 11, 2016, the Company issued a press release announcing that it is aggressively seeking qualified bidders who may have an interest in purchasing substantially all of its assets in a sale process under Section 363 of the Bankruptcy Code. | s001442x1_8k.htm |
| 2016-10-07 | 8-K | 2016-10-03 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.03 Creation of a Direct Financial obligation or an Obligation under an Off-Balance Sheet Arrangement. 5.02 (c) On October 5, 2016, the Company filed for approval of an Agreement for the Provision of Interim Management Services dated September 28, 2016, with Alliance for Financial Growth, Inc., which agreement is subject to Bankruptcy Court approval. | form8k.htm |
| 2016-10-05 | 8-K | 2016-09-30 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.01 On September 29, 2016, Cosi, Inc. (the “Company”) received notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company’s securities will be delisted from The Nasdaq Stock Market. 5.02 On September 30, 2016, the Company announced that it has appointed Randy Kominsky, 61, President of Alliance For Financial Growth, to serve as Chief Restructuring Officer, effective Tuesday, October 4, 2016. | s001434x1_8k.htm |
| 2016-09-28 | 8-K | 2016-09-28 | 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.03 On September 28, 2016 (the “Petition Date”), Cosi, Inc. (the “Company”) and its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Massachusetts (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). 2.03 The information set forth above in Item 1.03 of this Form 8-K regarding the DIP Financing is incorporated herein by reference. 2.04 As of September 28, 2016, there was approximately $7.5 million in outstanding borrowings under the prepetition credit arrangement. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl . 8.01 On September 28, 2016, the Company issued a press release announcing, the Chapter 11 Cases and the DIP Financing. | form8k.htm |
| 2016-09-07 | 8-K | 2016-09-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 6, 2016, Cosi, Inc. (the “Company”) appointed James O’Connor, Jr., President of The O’Connor Group, Inc. (“TOG”), and Edward Schatz, Senior Managing Director of TOG, to serve as the Company’s interim co-Chief Financial Officers. 8.01 On September 6, 2016, the Company also announced that, effective immediately, it will discontinue releasing monthly comparative sales results. | co35865750-8k.htm |
| 2016-08-26 | 8-K/A | 2016-08-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 23, 2016, the Company notified RJ Dourney that, as a result of his termination as President and Chief Executive Officer of the Company on August 22, 2016, Mr. Dourney’s term as a director of the Company automatically terminated on August 22, 2016 pursuant to the Company’s Amended and Restated Certificate of Incorporation. | co35826643-8ka.htm |
| 2016-08-22 | 8-K | 2016-08-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 22, 2016, Così, Inc. (the “Company”) issued a press release announcing changes to its executive management as discussed below. | co20160822-8k.htm |
| 2016-08-12 | 8-K | 2016-08-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 11, 2016, Cosi, Inc. issued a press release reporting its earnings for the second quarter ended June 27, 2016. 7.01 On August 11, 2016, the Company hosted a teleconference and webcast to discuss its 2016 second quarter results. | co20160811-8k.htm |
| 2016-07-06 | 8-K | 2016-07-06 | 2.02 Results of Operations and Financial Condition | 2.02 On July 6, 2016, Cosi, Inc. issued a press release reporting its comparable restaurant sales for the 2016 Period 6 and 2016 Quarter 2 ended June 27, 2016. | co20160706-8k.htm |
| 2016-06-08 | 8-K | 2016-06-08 | 2.02 Results of Operations and Financial Condition | 2.02 On June 8, 2016, Cosi, Inc. (the “Company”) issued a press release reporting its comparable restaurant sales for the 2016 Period 5 ended May 30, 2016. | co20160608-8k.htm |
| 2016-05-24 | 8-K | 2016-05-18 | 5.07 Submission of Matters to a Vote of Security Holders | co20160523-8k.htm | |
| 2016-05-19 | 8-K | 2016-05-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 17, 2016, Cosi, Inc. (the “Company”) received notice from the NASDAQ Stock Market, indicating that the Company will have an additional 180-day grace period, or until November 14, 2016, to regain compliance with NASDAQ’s minimum bid price requirement. | co20160518-8k.htm |
| 2016-05-13 | 8-K | 2016-05-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 12, 2016, Cosi, Inc. issued a press release reporting its earnings for the first quarter ended March 28, 2016. 7.01 On May 12, 2016, the Company hosted a teleconference and webcast to discuss its 2016 first quarter results. | co20160512-8k.htm |
| 2016-05-06 | 8-K | 2016-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2016, Cosi, Inc. (the “Company”) issued a press release reporting its comparable restaurant sales for the 2016 Period 4 ended April 25, 2016. | co20160505-8k.htm |
| 2016-04-06 | 8-K | 2016-04-06 | 2.02 Results of Operations and Financial Condition | 2.02 On April 6, 2016, Cosi, Inc. issued a press release reporting its comparable restaurant sales for the first quarter and period 3 ended March 28, 2016. | co20160406-8k.htm |
| 2016-03-25 | 8-K | 2016-03-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 24, 2015, Cosi, Inc. (the “Company”) issued a press release reporting its earnings for the fiscal year ended December 28, 2015. 7.01 On March 24, 2015, the Company hosted a teleconference and webcast to discuss its financial results for the fiscal year ended December 28, 2015. | co20160324-8k.htm |
| 2016-03-24 | 8-K | 2016-03-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | co20160323-8k.htm |
| 2016-03-14 | 8-K | 2016-03-14 | 7.01 Regulation FD Disclosure | 7.01 On March 14, 2016, R. J. Dourney, Chief Executive Officer & President, and Miguel Rossy-Donovan, Chief Financial Officer, of Cosi, Inc. (the “Company”), gave a presentation and participated in meetings at the 28th Annual ROTH Conference being held at the Ritz-Carlton in Laguna Niguel, California. | co20160314-8k.htm |
| 2016-03-09 | 8-K | 2016-03-09 | 2.02 Results of Operations and Financial Condition | 2.02 On March 9, 2016, Cosi, Inc. (the “Company”) issued a press release reporting its comparable restaurant sales for the 2016 Period 2 ended February 29, 2016. | co20160309-8k.htm |
| 2016-02-26 | 8-K | 2016-02-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | co34617837-8k.htm |
| 2016-02-04 | 8-K | 2016-02-03 | 2.02 Results of Operations and Financial Condition | 2.02 On February 3, 2016, Cosi, Inc. (the "Company") issued a press release reporting its comparable restaurant sales for the 2016 Period 1 ended January 25, 2016. | co20160203-8k.htm |
| 2016-01-08 | 8-K | 2016-01-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On January 7, 2016, the Compensation Committee of the Board of Directors (the “Board”) of Cosi, Inc. (the “Company”) recommended to the Board, and the Board approved, adjustments to the compensation of certain key executives, as described below. 8.01 The Company is confirming its guidance of its General & Administrative cash use target of $7.8 million for fiscal 2016. | co20160108-8k.htm |
| 2016-01-06 | 8-K | 2016-01-06 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On January 6, 2016, Cosi, Inc. (the "Company") issued a press release reporting its comparable restaurant sales for the 2015 Period 12 and the 2015 Quarter 4 ended December 28, 2015. 8.01 Overhead functions have been restructured in alignment with the Company's entrepreneurial and innovative culture, leading to the elimination of 11 roles, non-personnel savings, and an overall expected annual reduction in General & Administrative uses of cash of $2.5 million entering fiscal 2016. | co20160106-8k.htm |