================================================================================
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): December 9, 2005
NOBLE ROMAN'S, INC.
(Exact name of Company 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 800
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 Company 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 7.01 Regulation FD Disclosure.
Noble Roman's, Inc. (the "Company") intends to distribute to selected investors
an Executive Summary and related materials, which has been prepared with the
assistance of a third party consultant engaged by the Company. The materials
discuss the Company's growth phase. It continues its focus on sale of franchises
for Noble Roman's Pizza and Tuscano's Italian Style Subs for non-traditional
locations including bowling centers and entertainment facilities of all types,
convenience stores, attractions such as zoos and aquariums, hotels, hospitals
and, in general, any facility where there is existing foot traffic. In addition,
the Company will seek to enter into area development agreements and franchises
of its dual-branded quick service restaurant concept and traditional locations.
The Company expects the area developers typically will purchase their areas for
the payment of $.05 per population in their area and will receive 30% of the
franchise fee and 2/7ths of the royalty from the units developed pursuant to
those agreements.
In order for the area developer to maintain the territory, each area development
agent will be responsible for meeting minimum development schedules. The Company
believes this strategy of using area developers to function as sub-franchisors
will allow the Company to grow its dual-branded quick service restaurant concept
for traditional locations in multiple regions throughout the U.S. simultaneously
and without the need for Noble Roman's to add the sales staff, contribute
capital or incur the cost associated with accelerated national expansion. Area
developers will also have strong financial incentives to open the new units
since they will be at risk of losing their geographic exclusivity and
development fee (expected to range between $25,000 and $200,000 depending on the
size of the development area) if they do not meet their development schedule.
The Executive Summary includes: Investment Thesis, Business Model, Growth
Strategy, Revenue and Earnings Outlook, Earnings Sensitivity Analysis, Key
Financial Assumptions, Company Description and History, Market Opportunity,
Competitive Landscape, Management, Valuation Analysis and Price Target, and Risk
Factors and Disclaimers.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibits are filed as part of this report:
Exhibit Number Description
-------------- -----------
99.1 Noble Roman's Executive Summary dated December 2005
for the period: 2005 through 2008
* * *
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 14, 2005
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
-----------------------------
Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Noble Roman's Executive Summary dated December 2005
for the period: 2005 through 2008