================================================================================
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): July 19, 2011
NOBLE ROMAN'S, INC.
(Exact name of Registrant as specified in its charter)
Indiana 0-11104 35-1281154
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Company's telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
Item 1.01 Entry into a Material Definitive Agreement
On July 19, 2011, Noble Roman's, Inc. (the "Company") and certain of its
subsidiaries, entered into a Fourth Amendment to Loan Agreement (the
"Amendment") with Wells Fargo Bank, National Association ("Wells Fargo") that
amended the existing Loan Agreement dated August 25, 2005, between the Company
and Wells Fargo, as previously amended by a certain First Amendment to Loan
Agreement dated February 4, 2008, a certain Second Amendment to Loan Agreement
dated November 10, 2010, and a certain Third Amendment to Loan Agreement dated
March 10, 2011 (as so amended, the "Loan Agreement").
The Amendment reduces monthly principal payments and shortens the maturity
date for borrowings under the Loan from August 13, 2013 to October 1, 2012. The
Amendment maintains the current interest rate applicable to amounts borrowed
under the Loan Agreement to LIBOR plus 4.25% per annum, but increases the
interest rate applicable to amounts borrowed under the Loan Agreement after June
1, 2012 to LIBOR plus 7.25% per annum. In addition, the Amendment requires
updating of various collateral documentation and maintains the prohibition on
payment of dividends until payment in full of the Loan, but does permit the
payment of cumulative preferred stock dividends.
Below are the monthly required principal amortization amounts under the
Loan Agreement:
Date Amount
---- ------
August 1, 2011 $100,000
September 1, 2011 $100,000
October 1, 2011 $125,000
November 1, 2011 $125,000
December 1, 2011 $125,000
January 1, 2012 $125,000
February 1, 2012 $200,000
March 1, 2012 $200,000
April 1, 2012 $200,000
May 1, 2012 $200,000
June 1, 2012 $200,000
July 1, 2012 $200,000
August 1, 2012 $200,000
September 1, 2012 $200,000
October 1, 2012 $1,675,000
In connection with the Amendment the Company paid a principal payment of
$225,000 and a $21,000 modification fee, and the Chief Executive Officer of the
Company loaned the Company an additional $150,000.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01, which is incorporated by reference herein.
The Company will post this Form 8-K on its Internet website at
www.nobleromans.com. References to the Company's website address are included in
this Form 8-K only as inactive textual references and the Company does not
intend them to be active links to its website. Information contained on the
Company's website does not constitute part of this Form 8-K.
* * *
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: July 22, 2011
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
-----------------------------
Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer