8-K 1 co726263-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 20, 2006 Cosi, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1751 Lake Cook Road, 6th Floor; Deerfield, Illinois 60015 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (847) 444-3200 -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 20, 2006, the Board of Directors (the "Board") of Cosi, Inc. (the "Company") appointed Michael O'Donnell to the Board as an independent director and a member of the Company's Compensation Committee. Mr. O'Donnell is currently the Chairman, Chief Executive Officer and President of Champps Entertainment, Inc. and has more than twenty years of experience in the restaurant industry. Terry Diamond and Edna Morris have resigned from the Board, effective March 20, 2006. Mr. Diamond has been a director of the Company since February 2001 and chose to resign as a result of personal commitments. Ms. Morris has been a director of the Company since April 2004 and chose to resign due to commitments in her new role as President of Blue Coral Seafood and Spirits. Neither Ms. Morris nor Mr. Diamond resigned because of a disagreement on any matter relating to the Company's operations, policies or practices. A copy of the Company's press release announcing this change in directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 (c). Exhibits. 99.1 Press Release of Cosi, Inc., dated March 24, 2006. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cosi, Inc. Date: March 24, 2006 /s/ William Koziel --------------------------------------- Name: William Koziel Title: Chief Financial Officer EXHIBIT INDEX Paper (P) or Exhibit No. Description Electronic (E) ----------- ----------- -------------- 99.1 Press Release of Cosi, Inc., E dated March 24,2006.