As filed with the Securities and Exchange Commission on April 19, 2006
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
INDIANA 5812 35-1281154
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
Telephone: (317) 634-3377
Facsimile: (317) 685-2294
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PAUL W. MOBLEY
Chairman and Chief Executive Officer
Noble Roman's, Inc.
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
Telephone: (317) 634-3377
Facsimile: (317) 685-2294
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy of all correspondence to:
THOMAS A. LITZ, ESQ.
Thompson Coburn LLP
One U.S. Bank Plaza
St. Louis, Missouri 63101
Telephone: (314) 552-6000
Facsimile: (314) 552-7000
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this registration statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of each class of securities Amount to be Proposed maximum aggregate Amount of
to be registered registered (1) offering price per share offering price registration fee
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Common Stock, no par value 2,269,750 shares $ .97 (2) $2,201,657 (2) $235.58
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(1) In accordance with Rule 416(a), the registrant is also registering
hereunder an indeterminate number of shares that may be issued and resold
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(c) based on the last sale reported of
the Common Stock on April 17, 2006 as reported on the Over-The-Counter
("OTC") Bulletin Board.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and we and the selling shareholder are not soliciting
offers to buy these securities in any state where the offer or sale is not
permitted.
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Subject to Completion, Dated April 19, 2006
PRELIMINARY PROSPECTUS
2,269,750 Shares
[LOGO OF NOBLE ROMAN'S]
Common Stock
This prospectus relates to the resale by the selling shareholder,
including its transferees, pledgees, donees or successors identified in this
prospectus of up to 2,269,750 shares of Noble Roman's, Inc. common stock which
is currently held by such selling shareholder. The selling shareholder may sell
the shares from time to time. The shares are being registered to permit the
selling shareholder to sell the shares from time to time. The prices at which
the selling shareholder may sell the shares will be determined by the prevailing
market price for the shares or in negotiated transactions. We will not receive
any of the proceeds from the sale of shares of common stock by the selling
shareholder, but will bear the costs relating to the registration of the shares.
The selling shareholder may sell the shares covered by this prospectus
from time to time through various means (e.g., in ordinary brokerage
transactions, directly to market makers for our shares, in negotiated
transactions or otherwise, at prevailing market prices) and may engage brokers
or dealers to sell the shares. The selling shareholder and any underwriters,
agents, brokers or dealers through or to whom these shares of common stock may
be sold may be deemed "underwriters" of the shares within the meaning of the
Securities Act of 1933, as amended, in which event all brokerage commissions or
discounts and other compensation received by such brokers or dealers may be
deemed to be "underwriting compensation." If required, the selling shareholder
will disclose the names of any underwriter(s), applicable commissions or
discounts, and any other required information with respect to any particular
sales in an accompanying prospectus supplement.
We will pay the expenses related to the registration of the shares
covered by this prospectus. The selling shareholder will pay commissions and
selling expenses, if any, incurred by it.
Our shares of common stock are traded on the Over-The-Counter Bulletin
Board under the symbol "NROM." On April 18, 2006, the last reported bid and ask
prices of our common stock on the Over-The-Counter Bulletin Board were $.85 and
$.99 per share, respectively.
Investing in the common stock involves risks. See "Risk Factors"
beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2006
Table of Contents
Page
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PROSPECTUS SUMMARY........................................................1
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RISK FACTORS..............................................................3
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................4
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USE OF PROCEEDS...........................................................5
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PRICE RANGE OF OUR COMMON STOCK...........................................5
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DESCRIPTION OF CAPITAL STOCK..............................................5
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PRINCIPAL AND SELLING SHAREHOLDERS........................................7
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PLAN OF DISTRIBUTION......................................................9
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LEGAL MATTERS............................................................11
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EXPERTS..................................................................11
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WHERE YOU CAN FIND MORE INFORMATION......................................11
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INCORPORATION BY REFERENCE...............................................11
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ABOUT THIS PROSPECTUS
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You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained or incorporated by reference in this
prospectus. The information contained or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of the common stock. This
document may be used only where it is legal to sell these securities.
For investors outside the United States: We have not done anything that
would permit this offering or possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than in the
United States. You are required to inform yourselves about and to observe any
restrictions relating to this offering and the distribution of this prospectus.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") using the SEC's shelf registration
rules. Under the shelf registration rules, using this prospectus and, if
required, one or more prospectus supplements, the selling shareholder may sell
from time to time, in one or more offerings, the shares of common stock covered
by this prospectus.
A prospectus supplement may add, update or change information contained in
this prospectus. We recommend that you read carefully this entire prospectus,
especially the section entitled "Risk Factors" beginning on page 4, together
with any supplements before making a decision to invest in our common stock.
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PROSPECTUS SUMMARY
This summary highlights information contained in other parts of this
prospectus, and because it is only a summary, it does not contain all of the
information that you should consider before buying shares. You should read the
entire prospectus carefully, as well as our financial statements incorporated by
reference from our Annual Report on Form 10-K and any quarterly reports on Form
10-Q and the information discussed below under "Risk Factors" about important
risks that you should consider before investing in our common stock .
Noble Roman's, Inc.
About Us
We are a franchisor for non-traditional and co-branded foodservice
operations under the trade names "Noble Roman's Pizza" and "Tuscano's Italian
Style Subs." Our franchise concepts' hallmarks include high quality pizza and
sub sandwiches, along with other related menu items, simple operating systems,
labor-minimizing operations, attractive food costs and overall affordability.
Since 1997, we have focused our efforts and resources primarily on franchising
for non-traditional and co-branded locations and now have awarded franchises in
44 states plus Washington, D.C., Puerto Rico, Guam, Italy and Canada. In 2005 we
began selling franchises for our dual-branded concept in traditional locations.
We plan to sell development territories to Area Developers in an attempt to
accelerate growth in the dual-branded traditional concept. Prior to focusing our
efforts on franchising for non-traditional and co-branded foodservice
operations, we had approximately 25 years' experience operating full-service
pizza restaurants, giving us unique advantages in the design and support of
foodservice systems for franchisees.
Business Strategy
Our business strategy can be summarized as follows:
Continue Focus on Sales of Non-Traditional Franchises. We plan to continue
our focus on awarding franchise agreements for both Noble Roman's Pizza and
Tuscano's Italian Style Subs in non-traditional venues such as hospitals,
military bases, universities, convenience stores, attractions, entertainment
facilities, casinos, airports, travel plazas, office complexes and hotels which
we have been doing the past several years.
Growth of our Traditional Dual-Branded Concept. In order to seek more rapid
growth, we have initiated a strategy to sell development territories, by
television areas of dominant influence, to Area Developers for the growth of our
dual-branded concept of Noble Roman's/Tuscano's for stand-alone traditional
locations. Area Developers will have the exclusive right to develop our
dual-branded traditional concept in their area. Area Developers will generally
pay a development fee based on the size of the development area and will receive
a percentage of the initial franchise fees and continuing royalties from the
franchise locations they develop.
Maintain Superior Product Quality. We believe that the quality of our
products will contribute to the growth of both our non-traditional and our
traditional dual-branded concept. We design every ingredient and process with a
view to produce superior results. We carefully develop all of our menu items to
be delivered in a ready-to-use form requiring only on-site assembly and baking.
We believe this process results in products that are great tasting, quality
consistent, easy to assemble, relatively low in food cost and require very low
amounts of labor.
Corporate Information
We are an Indiana corporation, and our principal executive offices are
located at One Virginia Avenue, Suite 800, Indianapolis, Indiana 46204. Our
telephone number is (317) 634-3377 and our website address is
www.nobleromans.com. Except for information specifically incorporated by
reference in this prospectus, information contained in, or accessible through,
our website does not constitute part of this prospectus.
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The Offering
Common stock offered by the 2,269,750 shares of common stock held by
selling shareholders the selling shareholder, including its
transferees, pledgees, donees or other
successors.
Common stock to be outstanding
after the offering 16,322,136 shares (1)
Use of proceeds The selling shareholder will receive all
of the net proceeds from the sale of
shares of our common stock offered by
this prospectus. We will not receive any
of the proceeds from the sale of shares
of common stock offered by this
prospectus.
Plan of Distribution The shares of common stock offered for
resale may be sold by the selling
shareholder pursuant to this prospectus
in the manner described under "Plan of
Distribution."
Risk Factors You should read the "Risk Factors"
section of this prospectus for a
discussion of factors to consider
carefully before deciding to invest in
shares of our common stock.
Over-The-Counter Bulletin Board Symbol NROM
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(1) Based on shares of common stock outstanding as of March 31, 2006. Does not
include up to: (1) 906,666 shares of our common stock that may be issued
after December 31, 2006 upon conversion of outstanding shares of our Series
B Convertible Preferred Stock; and (2) 4,307,750 shares of common stock
that may be issued upon the exercise of outstanding warrants and options.
Selling Shareholder as Underwriters
The selling shareholder and any underwriters, agents, broker or dealers
that participate with the selling shareholder in the distribution of any of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution and Selling
Shareholder."
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RISK FACTORS
All phases of our operations are subject to a number of uncertainties,
risks and other influences, many of which are outside of our control and any one
of which, or a combination of which, could materially affect our results of
operations. Important factors that could cause actual results to differ
materially from our expectations are discussed below. Prospective investors
should carefully consider these factors before investing in our securities.
These risks and uncertainties include:
Competition from larger companies.
We compete for franchise sales with large national companies and numerous
regional and local companies. Many of our competitors have greater financial and
other resources than us. The restaurant industry in general is intensely
competitive with respect to convenience, price, product quality and service. In
addition, we compete for franchise sales on the basis of product engineering and
quality, investment cost, cost of sales, distribution, simplicity of operation
and labor requirements. A change in the business strategy of one or more of our
competitors could have an adverse effect on our ability to sell additional
franchises, maintain and renew existing franchises or sell our products through
our franchise system. As a result of these factors, we may have difficulty
competing effectively from time to time or in certain markets.
Dependence on growth strategy.
A significant component of our growth strategy is selling new franchises
and assisting franchisees in opening new restaurants. The opening and success of
new restaurants will depend upon various factors, including the franchisee's
ability to find suitable sites, the ability to negotiate leases for the new
restaurants on acceptable terms, the ability to comply with applicable
regulatory requirements, the ability to meet construction schedules, the ability
of the franchisees to manage their anticipated expansion and to hire and train
personnel, the ability of the franchisees to obtain acceptable financing and the
effect of competition and general economic and business conditions including,
but not limited to, food and labor costs. Many of the foregoing factors are not
within our control. There can be no assurance that we will be able to achieve
our plans with respect to the opening of new franchise units.
Dependence on success of franchisees.
A significant portion of our earnings come from royalties generated by our
franchises. Franchisees are independent operators, and their employees are not
our employees. We provide training and support to franchisees, but the quality
of franchise store operations may be diminished by any number of factors beyond
our control. Consequently, franchisees may not successfully operate stores in a
manner consistent with our standards and requirements, or may not hire and train
qualified managers and other store personnel. If they do not, our image and
reputation may suffer, and our revenues and stock price could decline. While we
attempt to ensure that our franchisees maintain the quality of our brand and
branded products, franchisees may take actions that adversely affect the value
of our intellectual property or reputation.
Dependence on consumer preferences and perceptions.
The restaurant industry is often affected by changes in consumer tastes,
national, regional and local economic conditions, demographic trends, traffic
patterns and the type, number and location of competing restaurants. We can be
substantially adversely affected by publicity resulting from food quality,
illness, injury, or other health concerns or operating issues stemming from one
restaurant or a limited number of restaurants.
Interruptions in supply or delivery of fresh food products.
Dependence on frequent deliveries of fresh product also subjects us to the
risks that shortages or interruptions in the supply caused by inclement weather
or other conditions could adversely affect the availability, quality and cost of
ingredients. In addition, factors such as inflation, market conditions for
cheese, food, paper and labor may also adversely affect the franchisees and, as
a result, adversely affect our ability to add new restaurants.
Dependence on a few individuals.
Our business has been and will continue to be dependent upon the efforts
and abilities of certain members of its management, particularly Paul Mobley,
our Chairman, Chief Executive Officer and Chief Financial Officer, and A. Scott
Mobley, our President and Chief Operating Officer. The loss of either of their
services could have a material adverse effect on us.
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We are subject to Indiana law with regard to purchases of our stock.
Certain provisions of Indiana law applicable to us could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of us. Such provisions could
also limit the price that certain investors might be willing to pay in the
future for shares of our common stock. These provisions include prohibitions
against certain business combinations with persons that become "interested
shareholders" (persons owning or controlling shares with voting power equal to
10% or more) unless our board of directors approves either the business
combination or the acquisition of stock before the person becomes an "interested
shareholder."
We and our franchisees are subject to various federal, state and local laws with
regard to the operation of the businesses.
We are subject to regulation by the FTC and various state agencies pursuant
to federal and state laws regulating the offer and sale of franchises. Several
states also regulate aspects of the franchisor-franchisee relationship. The FTC
requires us to furnish to prospective franchisees a disclosure document
containing certain specified information. Some states also regulate the sale of
franchises and require registration of a franchise offering circular with state
authorities. Substantive state laws that regulate the franchisor-franchisee
relationship presently exist in a substantial number of states, and bills have
been introduced in Congress from time to time that would provide for federal
regulation of the franchisor-franchisee relationship in certain respects. The
state laws often limit, among other things, the duration and scope of
non-competition provisions and the ability of a franchisor to terminate or
refuse to renew a franchise. Some foreign countries also have disclosure
requirements and other laws regulating franchising and the franchisor-franchisee
relationship, and we would be subject to applicable laws in each jurisdiction
where we seek to market additional franchise units.
Each franchise location is subject to licensing and regulation by a number
of governmental authorities, which include health, safety, sanitation, building
and other agencies and ordinances in the state or municipality in which the
facility is located. The process of obtaining and maintaining required licenses
or approvals can delay or prevent the opening of a franchise location. Vendors,
such as our third party production and distribution services, are also licensed
and subject to regulation by state and local health and fire codes, and U. S.
Department of Transportation regulations. We, our franchisees and our vendors
are also subject to federal and state environmental regulations.
Future sales of common stock could affect the price of our common stock.
No prediction can be made as to the effect, if any, that future sales of
shares or the availability of shares for sale will have on the market price of
the common stock prevailing from time to time. Sales of substantial amounts of
common stock, including the shares offered hereby, or the perception that such
sales might occur, could adversely affect prevailing market prices of the common
stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this
prospectus contains certain statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. The
terms "Noble Roman's," "Company," "we," "our" and "us" refer to Noble Roman's,
Inc. The words "expect," "believe," "goal," "plan," "intend," "estimate," and
similar expressions and variations thereof are intended to specifically identify
forward-looking statements. Those statements appear in this Prospectus and the
documents incorporated herein by reference, particularly "Prospectus Summary,"
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," and include statements regarding the
intent, belief or current expectations of us, our directors and officers with
respect to, among other things: our financial prospects; our growth strategy and
operating strategy; and our current and expected future revenue.
You are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. The factors that might cause such
differences include, among others, competitive factors and pricing pressures,
shifts in market demand, general economic conditions, changes in demand for our
products or franchises, the impact of competitors' actions and changes in prices
or supplies of food ingredients and labor, as well as the factors discussed
above under "Risk Factors."
Because forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified, you should not
rely upon forward-looking statements as predictions of future events. The events
and circumstances reflected in the forward-looking statements may not be
achieved or occur and actual results could differ materially from those
projected in the forward-looking statements. Except as required by applicable
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law, including the securities laws of the United States and the rules and
regulations of the Commission, we do not plan to publicly update or revise any
forward-looking statements contained herein after we distribute this prospectus,
whether as a result of any new information, future events or otherwise.
USE OF PROCEEDS
The selling shareholder will receive all of the net proceeds from the sale
of shares of our common stock offered by this prospectus. We will not receive
any of the proceeds from the resale of shares of common stock offered by this
prospectus.
PRICE RANGE OF OUR COMMON STOCK
Our common stock has been traded on the Over-The-Counter Bulletin Board
under the symbol "NROM." The following table sets forth for the periods
indicated, the high bid and low ask prices per share of common stock as reported
by Over-The-Counter Bulletin Board. The quotations reflect inter-dealer prices
without retail mark-up, mark-down or commissions and may not represent actual
transactions.
2004 2005 2006
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Quarter Ended: High Low High Low High Low
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March 31 $1.55 $1.01 $.95 $.70 $1.20* $.75*
June 30 1.50 1.15 $.85 $.63
September 30 1.35 1.00 $1.15 $.71
December 31 1.15 .73 $1.01 $.77
*Includes transactions through April 18, 2006.
As of March 31, 2006, there were approximately 351 holders of record of our
common stock. This excludes persons whose shares are held of record by a bank,
brokerage house or clearing agency.
DESCRIPTION OF CAPITAL STOCK
General
We are authorized to issue 25,000,000 shares of common stock, and 5,000,000
shares of preferred stock, without par value, which may be issued in one or more
series.
Common Stock
The holders of our common stock are entitled to one vote for each share
held of record on all matters to be voted on by shareholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors then standing for election. The holders
of common stock are entitled to receive dividends when, as and if declared by
the board of directors out of legally available funds. In the event of our
liquidation, dissolution or winding down of our business, the holders of common
stock would share ratably in all remaining assets which are available for
distribution to them after payment of liabilities and after provision has been
made for each class of stock, if any, having preference over the common stock.
Holders of shares of common stock, as such, have no conversion, preemptive or
other subscription rights, and there are no redemption provisions applicable to
the common stock.
Preferred Stock
We are authorized to issue preferred stock with such designations, rights
and preferences as may be determined from time to time by the board of
directors. Accordingly, the board of directors is empowered, without further
shareholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of the common stock.
Our board of directors designated 4,929,275 shares of our authorized
preferred stock as Series A Convertible Preferred Stock. The Series A
Convertible Preferred Stock has a liquidation preference equal to $1.00 per
share. All of these shares were repurchased by us in August 2005 and are
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currently held as treasury shares. No shares of the Series A Convertible
Preferred Stock are currently outstanding.
Our board of directors designated 51,000 shares of our authorized preferred
stock as Series B Convertible Preferred Stock. In August 2005, all of the
designated shares were issued, together with warrants to purchase 204,000 shares
of our common stock, in exchange for subordinated debentures and warrants that
previously were outstanding. The Series B Convertible Preferred Stock has an
aggregate liquidation preference of $2,040,000, equal to the principal amount of
the debt converted, and is convertible at the election of the holder after
December 31, 2006 into 906,666 shares of common stock at a conversion price of
2.25 per share. The Series B Convertible Preferred Stock provides for cumulative
dividends payable at the rate of 8% per annum on the stated amount of the shares
until December 31, 2009 and 12% per annum thereafter.
Dividends
We have never declared or paid dividends on our common stock. We intend to
retain earnings to fund the development and growth of our business and do not
expect to pay any dividends on our common stock within the foreseeable future.
The holders of our Series B Convertible Preferred Stock are entitled to a
cumulative dividend of 8% per annum on the liquidation value of those shares.
The declaration and payment of cash dividends is prohibited without the consent
of certain of our lenders. Future dividends, if any, also will depend, in the
discretion of the board of directors, on our earnings, financial condition,
capital requirements and other relevant factors.
Provisions Regarding Certain Business Combinations
We are subject to the business combination provisions under Indiana law,
which allow our board of directors to retain discretion over the approval of
certain business combinations. We are also subject to the control share
acquisition provisions under Indiana law, which places restrictions on the
voting rights of an acquiror with respect to any shares of voting stock which
increase its beneficial ownership to more than specified thresholds unless
certain conditions are satisfied. These provisions may make it more difficult
for there to be a change of control or for us to enter into certain business
combinations than if we were not subject to these provisions.
Under Indiana law, a person (or persons acting as a group) who acquires 20%
or more of the outstanding stock of an "issuing public corporation" will not
have voting rights, unless: (1) such acquiring person satisfies certain
statutory disclosure requirements, and (2) the restoration of voting rights to
such acquiring person is approved by the issuing public corporation's
shareholders. Additional shareholder approval is required to restore voting
rights when an acquiring person has acquired one-third and a majority,
respectively, of the outstanding stock of the issuing public corporation.
Indiana law also regulates a broad range of "business combinations" between
a "resident domestic corporation" and an "interested shareholder." "Business
combination" is defined to include, among other things, mergers, consolidations,
share exchanges, asset sales, issuances of stock or rights to purchase stock and
certain related party transactions. "Interested shareholder" is defined as a
person who: (1) beneficially owns, directly or indirectly, 10% or more of the
outstanding voting stock of a resident domestic corporation; or (2) is an
affiliate of a resident domestic corporation and at any time within the last
five years has beneficially owned 10% or more of the voting stock of such
corporation. Indiana law prohibits a resident domestic corporation from engaging
in a business combination with an interested shareholder for a period of five
years following the date on which the person became an interested shareholder,
unless the board of directors approved the business combination or the
acquisition of shares that made the person an interested shareholder before the
person became an interested shareholder. Business combinations after the
five-year period following the stock acquisition date are permitted only if: (a)
the board of directors approved the acquisition of the stock prior to the
acquisition date; (b) the business combination is approved by the holders of a
majority of the outstanding voting stock (other than the interested
shareholder); and (c) the consideration to be received by shareholders meets
certain statutory requirements with respect to form and amount.
We believe that we are both an "issuing public corporation" and a "resident
domestic corporation" subject to the Indiana takeover statutes described above.
Indiana law defines each type of entity as including an Indiana corporation
having: (1) one hundred or more shareholders; (2) its principal place of
business, principal office or substantial assets in Indiana; and (3) certain
prescribed percentages of stock ownership by Indiana residents. While we believe
we would be subject to such takeover statutes, there can be no assurance that a
court of competent jurisdiction ultimately would so hold.
Listing
Our common stock is traded on the Over-The-Counter Bulletin Board under the
trading symbol "NROM."
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Transfer Agent and Registrar
The transfer agent and registrar for our stock is Computershare, 250 Royall
Street, MS 3B, Canton, MA 02021.
PRINCIPAL AND SELLING SHAREHOLDERS
Principal Shareholders
As of March 31, 2006, there were 16,322,136 shares of the Company's common
stock outstanding and 25,000,000 shares are authorized. The following table sets
forth the amount and percent of the Company's voting common stock beneficially
owned on March 31, 2006 by (1) each director and named executive officer
individually, (2) each beneficial owner of more than five percent of the
Company's outstanding common stock and (3) all executive officers and directors
as a group:
Name and Address Amount and Nature Percent of Outstanding
of Beneficial Owner (1) of Beneficial Ownership (2) Voting Common Stock (3)
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Paul W. Mobley 3,471,018 (4) 21.3%
A. Scott Mobley 1,417,326 (5) 9.3
Geovest Capital Partners, L.P. 1,667,741 (6) 11.9
James W. Lewis 1,709,580 (7) 12.2
Douglas H. Coape-Arnold 250,000 (8) 1.8
Troy Branson 65,100 (9) -
Mitchell Grant 20,000 (10) -
Zyville E. Lewis 1,145,396 (11) 8.2
All Executive Officers and
Directors as a Group (5 Persons) 5,223,444 29.3
-------------------------
(1) Does not include 2,269,750 shares of common stock beneficially owned
by the selling shareholder as of this date of this prospectus that
does not currently have voting rights. See "Principal and Selling
Shareholder - Selling Shareholder."
(2) All shares owned directly with sole investment and voting power,
unless otherwise noted. See "Description of Capital Stock - Provisions
Regarding Certain Business Combinations" for information regarding
provisions of Indiana law that may affect voting rights relating to
owning shares of our common stock.
(3) The percentage calculations are based upon 14,052,386 shares of the
Company's common stock, eligible to vote, issued and outstanding as of
March 31, 2006 and, for each officer or director of the group, the
number of shares subject to options, warrants or conversion rights
exercisable currently or within 60 days of March 31, 2006.
(4) The total includes a warrant to purchase 600,000 shares of stock at an
exercise price of $.40 per share which expires December 31, 2007, a
warrant to purchase 700,000 shares of common stock at an exercise
price of $.93 per share which expires December 31, 2007, a warrant to
purchase 600,000 shares at an exercise price of $.93 per share which
expires January 7, 2010, a warrant to purchase 300,000 shares at an
exercise price of $.93 which expires January 24, 2011, 10,000 shares
subject to options granted under an employee stock option plan which
are currently exercisable at $1.00 per share and 20,000 shares subject
to options granted under an employee stock option plan which are
currently exercisable at $.55 per share. Paul W. Mobley is the father
of A. Scott Mobley. The business address for Mr. Mobley is One
Virginia Avenue, Suite 800, Indianapolis, IN 46204.
(5) The total includes 70,000 shares subject to options granted under an
employee stock option plan which are currently exercisable at $1.75
per share for 20,000 common shares, $1.00 per share for 10,000 common
shares, $1.45 per share for 20,000 common shares and $.55 per share
for 20,000 common shares. Also includes a warrant to purchase 400,000
shares of common stock at an exercise price of $.40 per share which
expires December 31, 2007 and a warrant to purchase 300,000 shares of
- 7 -
common stock at an exercise price of $.93 per share which expires
December 31, 2007, a warrant to purchase 300,000 shares of common
stock at an exercise price of $.93 per share which expires January 7,
2010, and a warrant to purchase 200,000 shares of common stock at an
exercise price of $.93 per share which expires January 24, 2011. The
business address for Mr. Mobley is One Virginia Avenue, Suite 800,
Indianapolis, IN 46204.
(6) Mr. Douglas H. Coape-Arnold is Managing Partner of Geovest Capital
Partners, LP, however, Mr. Coape-Arnold disclaims beneficial ownership
of such shares beyond his interest in Geovest Capital Partners. The
business address for Geovest Capital Partners, LP is 750 Lexington
Avenue, 4th Floor, New York, NY 10022.
(7) This total includes 138,580 shares of common stock owned by James
Lewis Family Investments LP and 220,000 shares of our common stock
owned by James W. Lewis MPPP. The business address for Mr. Lewis is
335 Madison Ave., Suite 1702, New York, NY 10017.
(8) This total includes a warrant to purchase 100,000 shares of common
stock at an exercise price of $.93 per share which expires January 7,
2010 and a warrant to purchase 100,000 shares of common stock at an
exercise price of $.93 per share which expires January 24, 2011.
(9) This total includes 65,000 shares subject to options granted under an
employee stock option plan which are currently exercisable at $.55 per
share for 15,000 common shares, $1.45 per share for 20,000 common
shares, $1.46 per share for 15,000 common shares, $1.38 per share for
5,000 common shares and $1.75 per share for 10,000 common shares.
(10) This total includes 20,000 shares subject to options granted under an
employee stock option plan which are currently exercisable at $.89 per
share for 10,000 common shares and $.55 per share for 10,000 common
shares.
(11) The business address for Ms. Lewis is 456 N. Maple Street, Greenwich,
CT 06830.
Selling Shareholder
The following table sets forth information regarding the beneficial
ownership of shares of common stock by the selling shareholder as of the date of
this prospectus, and the number of shares of common stock covered by this
prospectus. Except as otherwise noted below, the selling shareholder has not
held any position or office, or has had any other material relationship with us
or any of our affiliates within the past three years.
Selling Shareholder Table
Shares Beneficially Owned Shares Beneficially Owned
Prior to the Offering After the Offering(3)
------------------------- -------------------------
Number of
Shares
Name and Addresses Number Percent Offered(2) Number Percent(1)
---------------------------------------------------------------------------------------
SummitBridge National 2,269,750 13.9%(1) 2,269,750 0 0%
Investments, LLC(1)
* Less than 1%
(1) SummitBridge National Investments LLC, Drawbridge Special Opportunities
Fund LP, Drawbridge Special Opportunities Advisors LLC, Fortress Investment
Group LLC, Highbridge/Zwirn Special Opportunities Fund, L.P.,
Highbridge/Zwirn Capital Management LLC, D.B. Zwirn & Co., LLC, and Daniel
B. Zwirn (collectively "SummitBridge") filed an Amendment No. 3 to Schedule
13D with the Securities and Exchange Commission on February 15, 2006 in
which they reported shared dispositive power over 2,269,750 shares of
common stock of the Company. However, SummitBridge currently has no voting
rights as to such shares due to the applicability of the Indiana Control
Share Acquisition Law, and accordingly those shares are not included in the
Principal Shareholder table above. The business address for SummitBridge is
1251 Avenue of the Americas, 16th Floor, New York, NY 10020.
(2) This prospectus shall also cover any additional shares of our common stock
which become issuable in connection with the shares registered for sale
hereby by reason of any stock dividend, stock split, recapitalization or
- 8 -
other similar transaction effected without the receipt of consideration
which results in an increase in the number of outstanding shares of our
common stock.
(3) Assumes all shares offered hereby are sold by the selling shareholder and
that the selling shareholder does not acquire any additional shares of
common stock.
The shares being offered by this prospectus are directly owned by
SummitBridge National Investments LLC. The following affiliates of SummitBridge
National Investments, LLC are considered the beneficial owners of the shares due
to their respective relationships with SummitBridge: Drawbridge Special
Opportunities Fund LP, Drawbridge Special Opportunities Advisors LLC, Fortress
Investment Group LLC, Highbridge/Zwirn Special Opportunities Fund, L.P.,
Highbridge/Zwirn Capital Management LLC, D.B. Zwirn & Co., LLC, and Daniel B.
Zwirn. SummitBridge currently has no voting rights as to its shares due to the
applicability of the Indiana Control Share Acquisition Law. On August 25, 2005,
we consummated a Settlement Agreement with SummitBridge pursuant to which we
agreed to use commercially reasonable efforts to assist SummitBridge in finding
one or more buyers for its stock over a six- to nine-month period. That period
has now expired, and under the terms of the Settlement Agreement, SummitBridge
now has the right to require us and our executive officers to use commercially
reasonable efforts to cause our shareholders to vote to restore SummitBridge's
voting rights on its remaining shares. In addition, since the period has
expired, SummitBridge has certain registration rights with respect to the resale
of the shares it holds.
Because the offering contemplated by this prospectus is not currently being
underwritten, no estimate can be given as to the number of shares of common
stock that will be held by the selling shareholder upon termination of the
offering. If SummitBridge sells all of the shares listed in this prospectus, it
will not own any shares of our common stock. Information concerning the selling
shareholder may change from time to time and changed information will be
presented in a supplement to this prospectus if and when necessary and required.
Except as described above, there are currently no agreements, arrangements or
understandings with respect to the resale of any of the shares covered by this
prospectus.
Other than as described above, the selling shareholder has, or had, no
position, office or other material relationship with us or any of our affiliates
beyond their investment in or receipt of our securities.
PLAN OF DISTRIBUTION
The selling shareholder and any of its pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholder may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales made after the date that this Registration Statement is
declared effective by the Securities and Exchange Commission;
o broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
- 9 -
In addition, any securities covered by this prospectus which qualify for
sale in compliance with Rule 144 promulgated under the Securities Act may be
sold under Rule 144 rather than under this prospectus.
Broker-dealers engaged by the selling shareholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholder (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholder does not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholder may from time to time pledge or grant a security
interest in some or all of the shares (including underlying shares) owned by it
and, if it defaults in the performance of its secured obligations, the pledgees
or secured parties may offer and sell shares of common stock from time to time
under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933 amending
the identification of the selling shareholder to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus.
Upon our being notified in writing by the selling shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
common stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (1) the name of each such selling shareholder and of
the participating broker-dealer(s), (2) the number of shares involved, (3) the
price at which such shares of common stock were sold, (4) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(5) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and (6)
other facts material to the transaction. In addition, upon our being notified in
writing by the selling shareholder that a donee or pledgee intends to sell more
than 500 shares of common stock, a supplement to this prospectus will be filed
if then required in accordance with applicable securities law.
The selling shareholder also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.
The selling shareholder and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of common
stock will be paid by the selling shareholder and/or the purchasers. The selling
shareholder has represented and warranted to the company that it acquired the
common stock subject to this Registration Statement in the ordinary course of
the selling shareholder's business and, at the time of its purchase of such
common stock, the selling shareholder had no agreement or understanding,
directly or indirectly, with any person to distribute the common stock.
We have advised the selling shareholder that it may not use shares
registered on this Registration Statement to cover short sales of common stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Securities and Exchange Commission. If the selling
shareholder uses this prospectus for any sale of the common stock, it will be
subject to the prospectus delivery requirements of the Securities Act. The
selling shareholder will be responsible to comply with the applicable provisions
of the Securities Act and Exchange Act, and the rules and regulations thereunder
promulgated, including, without limitation, Regulation M, as applicable to the
selling shareholder in connection with resales of its shares under this
Registration Statement.
We are required to pay all fees and expenses incident to the registration
of the shares, but we will not receive any proceeds from the sale of the common
stock.
We have agreed to indemnify the selling shareholder against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act
which may be based upon, among other things, any untrue statement or alleged
untrue statement of a material fact contained in the registration statement of
which this prospectus forms a part, or any omission or alleged omission to state
in the registration statement a material fact required to be stated therein or
necessary to make the statements therein not misleading. The selling shareholder
has agreed to indemnify us with respect to certain matters and may agree to
indemnify any agent, dealer or broker that participates in transactions
involving sales of our shares against certain liabilities, including liabilities
arising under the Securities Act.
- 10 -
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for us
by Bose McKinney & Evans LLP.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2005, have been
so incorporated in reliance on the report of Larry E. Nunn and Associates, LLC,
an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-1, of which this prospectus is a part, under the Securities
Act of 1933, as amended, to register the shares of common stock offered in this
offering. We also file annual, quarterly and current reports and other
information with the Securities and Exchange Commission. You may read and copy
our registration statement and the attached exhibits and schedules without
charge at the public reference room maintained by the Securities and Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference room. You may also inspect reports, proxy and information
statements and other information that we file electronically with the Securities
and Exchange Commission without charge at its Internet site, http://www.sec.gov.
This prospectus constitutes part of the registration statement and does not
contain all of the information set forth in the registration statement. Whenever
a reference is made in this prospectus to any of our contracts or other
documents, the reference may not be complete and, for a copy of the contract or
document, you should refer to the exhibits that are part of the registration
statement. Each statement concerning these documents is qualified in its
entirety by such reference.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" in this prospectus the information that we file with them. This means
that we can disclose important information to you in this document by referring
you to other filings we have made with the SEC. The information incorporated by
reference is considered to be part of this prospectus. The information
incorporated by reference in this prospectus is accurate only as of the date of
the information on the front cover of the applicable document, or such earlier
date as is expressly stated or otherwise apparent with respect to such
incorporated information in the applicable document, regardless of the time of
delivery of this prospectus or any sale of the common stock.
This prospectus incorporates by reference our Annual Report on Form 10-K
for our fiscal year ended December 31, 2005, filed with the SEC on March 28,
2006.
This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. You should rely only on the information
incorporated by reference or provided in this prospectus. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus is accurate as of any date other than
the date of this prospectus or the date of the documents incorporated by
reference in this prospectus.
Upon your written or oral request, we will provide at no cost to you a copy
of any and all of the information that is incorporated by reference in this
prospectus.
Requests for such documents should be directed to:
Attn. Linda Minett
Noble Roman's, Inc.
One Virginia Avenue, Suite 800
Indianapolis, IN 46204
Telephone: (317) 634-3377
You may also access the documents incorporated by reference in this
prospectus through our website www.nobleromans.com. Except for the specific
incorporated documents listed above, no information available on or through our
website shall be deemed to be incorporated in this prospectus or the
registration statement of which it forms a part.
- 11 -
2,269,750 Shares
[LOGO OF NOBLE ROMAN'S]
NOBLE ROMAN'S, INC.
Common Stock
----------------------------
PROSPECTUS
----------------------------
, 2006
Part II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the sale of the securities being registered. All amounts, except the SEC
registration fee, are estimates.
SEC registration fee $ 236
Printing expenses --
Legal fees and expenses 15,000
Accounting fees and expenses 1,000
Transfer agent and registrar fees --
Miscellaneous 764
--------
Total $ 17,000
========
Item 14. Indemnification of Directors and Officers.
Section 23-1-37 of the Indiana Business Corporation Law (the "IBCL")
provides that a corporation may indemnify present and former directors,
officers, employees, or agents or any person who may have served at the request
of the corporation as a director, officer, employee, or agent of another
corporation ("Eligible Persons") against liability incurred in any proceeding,
civil or criminal, in which the Eligible Person is made a party by reason of
being or having been in any such capacity, or arising out of his status as such,
if the individual acted in good faith and reasonably believed that (a) the
individual was acting in the best interests of the corporation, or (b) if the
challenged action was taken other than in the individual's official capacity as
an officer, director, employee or agent, the individual's conduct was at least
not opposed to the corporation's best interests, or (c) if in a criminal
proceeding, either the individual had reasonable cause to believe his conduct
was lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL further provides that a corporation may pay or reimburse the
reasonable expenses incurred by an Eligible Person in connection with the
defense of any such claim, including counsel fees; and, unless limited by its
Articles of Incorporation, the corporation is required to indemnify an Eligible
Person against reasonable expenses if he is wholly successful in any such
proceeding, on the merits or otherwise. Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter. Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his actions satisfied the appropriate standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because the Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board or such a committee, or by the shareholders of the
corporation.
In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or shareholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.
Item 15. Recent Sales of Unregistered Securities.
In August 2005, we issued 51,000 shares of our Series B Convertible Preferred
Stock to the holders of $2,040,000 principal amount of previously outstanding
subordinated debentures issued by us in exchange for their Debentures. The
Series B Convertible Preferred Stock has a liquidation preference equal to the
principal amount of the debt converted. The preferred stock provides for
cumulative dividends payable at the rate of 8% per annum on the stated amount of
the shares until December 31, 2009 and 12% per annum thereafter. The preferred
stock is convertible after December 31, 2006 into our common stock at a
conversion price of $2.25 per share. In addition, we extended the terms of
warrants to purchase common stock issued in connection with the subordinated
debentures from January 15, 2007 to January 15, 2008. These transactions were
exempt from registration under Regulation D promulgated under Section 4(2) of
the Securities Act of 1933, as amended.
On September 15, 2003, in a private placement, the Company issued $2,040,000
aggregate principal amount of 8% Subordinated Debentures due December 31, 2006
in exchange for $2,040,000 in cash. The subordinated debentures were purchased
by 28 individual investors, each of whom represented to us that they were an
"accredited investor" within the meaning of Regulation D promulgated under
Section 4(2) of the Securities act of 1933, as amended. These transactions were
exempt from registration under Regulation D.
Item 16. Exhibits
The following exhibits are filed as part of this registration statement:
Exhibit
Number Description
------- ------------------------------------------------------------
3.1 Amended Articles of Incorporation of the Registrant, filed
as an exhibit to the Registrant's Amendment No. 1 to the
Post Effective Amendment No. 2 to Registration Statement on
Form S-1 filed July 1, 1985 (SEC File No.2-84150), is
incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently
in effect, filed as an exhibit to the Registrant's
Registration Statement on Form S-18 filed October 22, 1982
and ordered effective on December 14, 1982 (SEC File No.
2-79963C), is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of
the Registrant effective February 18, 1992 filed as an
exhibit to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-66850), ordered effective on October
26, 1993, is incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of
the Registrant effective May 11, 2000, filed as Annex A and
Annex B to the Registrant's Proxy Statement on Schedule 14A
filed March 28, 2000, is incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of
the Registrant effective April 16, 2001 filed as Exhibit 3.4
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2005, is incorporated herein by
reference.
3.6 Articles of Amendment of the Articles of Incorporation of
the Registrant effective August 23, 2005, filed as Exhibit
3.1 to the Registrant's current report on Form 8-K filed
August 29, 2005, is incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to
the Registrant's Registration Statement on Form S-18 filed
October 22, 1982 and ordered effective on December 14, 1982
(SEC File No. 2-79963C), is incorporated herein by
reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the
Registrant's current report on Form 8-K filed August 29,
2005, is incorporated herein by reference.
5.1* Opinion of Bose McKinney & Evans LLP with respect to the
legality of the shares.
10.1 Employment Agreement with Paul W. Mobley dated November 15,
1994 filed as Exhibit 10.1 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2005, is
incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15,
1994 filed as Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2005, is
incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8
filed November 29, 1994 (SEC File No. 33-86804), is
incorporated herein by reference.
10.4 Noble Roman's, Inc. Form of Stock Option Agreement filed
with the Registrant's Form S-8 filed November 29, 1994 (SEC
File No. 33-86804), is incorporated herein by reference.
10.5 Settlement Agreement with SummitBridge dated August 1, 2005,
filed as Exhibit 99.2 to the Registrant's current report on
Form 8-K filed August 5, 2005, is incorporated herein by
reference.
10.6 Loan Agreement with Wells Fargo Bank, N.A. dated August 25,
2005 filed as Exhibit 10.1 to the Registrant's current
report on Form 8-K filed August 29, 2005, is incorporated
herein by reference.
10.7* Registration Rights Agreement dated August 1, 2005 between
the Company and SummitBridge National Investments.
21 Subsidiaries of the Registrant filed in the Registrant's
Registration Statement on Form SB-2 (SEC File No. 33-66850)
ordered effective on October 26, 1993, is incorporated
herein by reference.
23.1* Consent of Bose McKinney & Evans LLP is filed herewith
(included in Exhibit 5.1).
23.2* Consent of Larry E. Nunn and Associates, LLC is filed
herewith.
24.1* Powers of Attorney (set forth on signature page hereto).
---------------
* Filed herewith
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the "Plan of
Distribution" not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that:
(A) Paragraphs (1)(i) and (1)(ii) of this section do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post- effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement; and
(B) Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not
apply if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(C) Provided further, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is for an offering of asset-backed
securities on Form S-1 or Form S-3, and the information required to be
included in a post-effective amendment is provided pursuant to Item 1100(c)
of Regulation AB.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering;
(4) That, (i) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
the registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective; and (ii) for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(5) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use; and
(6) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of Marion
and State of Indiana on the 19th day of April, 2006.
NOBLE ROMAN'S, INC.
(Registrant)
By: /s/ Paul W. Mobley
-------------------------------------
Paul W. Mobley
Chairman, Chief Executive Officer and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Noble Roman's, Inc., hereby
severally and individually constitute and appoint Paul W. Mobley and A. Scott
Mobley and each of them (with full power to act alone), the lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-1 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, the said attorneys and agents to have the power to act with or
without the others and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents to
any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Paul W. Mobley Chairman, Chief Executive Officer April 19, 2006
--------------------------- and Chief Financial Officer
Paul W. Mobley (Principal Executive, Financial and
Accounting Officer)
/s/ A. Scott Mobley President and Director April 19, 2006
---------------------------
A. Scott Mobley
/s/ Douglas H. Coape-Arnold Director April 19, 2006
---------------------------
Douglas H. Coape-Arnold