0001144204-15-002646.txt : 20150120 0001144204-15-002646.hdr.sgml : 20150119 20150120080555 ACCESSION NUMBER: 0001144204-15-002646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150120 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150120 DATE AS OF CHANGE: 20150120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRISCHS RESTAURANTS INC CENTRAL INDEX KEY: 0000039047 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310523213 STATE OF INCORPORATION: OH FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07323 FILM NUMBER: 15534008 BUSINESS ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5139612660 MAIL ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 8-K 1 v398963_8k.htm 8-K

 

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): January 20, 2015

 

FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

 

OHIO 001-07323 31-0523213
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

 

2800 GILBERT AVENUE, CINCINNATI, OHIO   45206
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code     513-961-2660    

  

 
(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 8.01.Other Events.

 

On January 20, 2015, the Company issued a news release announcing the commencement of litigation relating to a defalcation by a former employee of the Company and the ongoing investigation of such defalcation. A copy of the news release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits

 

(d)Exhibits

 

Exhibit 99.1 – News release issued by the Company on January 20, 2015 is filed herewith.

 

 
 

 

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 thereunto duly authorized.

 

  FRISCH’S RESTAURANTS, INC.
  (registrant)
     
DATE         January 20, 2015           
     
  BY /s/ Mark R. Lanning
    Mark R. Lanning
    Vice President and Chief Financial Officer,
    Principal Financial Officer and
    Principal Accounting Officer

 

 

 

 EX-99.1 2 v398963_ex99-1.htm EXHIBIT 99.1

Frisch's Restaurants Files Civil Lawsuit Against Former Officer



Company Seeks to Recover Embezzled Funds

CINCINNATI, Jan. 20, 2015 /PRNewswire/ -- Frisch's Restaurants, Inc. (NYSE MKT: FRS), announced today that it has filed a civil lawsuit against a former officer for allegedly defrauding the Company and embezzling a currently estimated $3.3 million over a multi-year period. In the Company's view at this point in the investigation, the fraud is not expected to have a material impact on previously reported net income for fiscal years 2014, 2013, 2012, and the first quarter of fiscal 2015. The Company has notified the appropriate law enforcement agencies and is evaluating the impact of the fraud on its reports on internal controls over financial reporting.

The Company's lawsuit alleges that Michael Hudson, the former assistant treasurer, forged payroll documents and created false documents and accounting entries to divert Company funds into his personal accounts. As a part of the civil complaint filed in the Court of Common Pleas for Hamilton County, Ohio, the Company is seeking full restitution of the diverted funds. According to Company representatives, Mr. Hudson told them that he has assumed full responsibility for his fraudulent actions; he has resigned.

The Company's Audit Committee of the Board of Directors has launched a special investigation and retained James Cummins, an attorney with the law firm of Cummins & Brown LLC and forensic accountants at Deloitte Financial Advisory Services LLP to assist with the investigation which is expected to conclude in the next several weeks.

"While we were saddened to learn of these unlawful and fraudulent acts carried out against the Company by a trusted and long-time employee, we took swift action as soon as we discovered the fraud," said Craig Maier, Frisch's Chief Executive Officer. "As a precautionary measure, the Company is implementing an additional layer of checks and balances in our accounting systems to protect against this type of fraudulent behavior in the future."

"Our employees and shareholders can take pride in the Company's 67-year history of success and its well-deserved reputation for integrity and responsibility," Mr. Maier added. "We can assure them that we will devote as much of our human and financial resources as are necessary to conclude this episode promptly and efficiently. The true quality and success of the Company's operations can be measured by the Company's solid financial footing so that the Company is now net debt free and experiencing continuing improved financial performance and greater unrestricted cash flow."

About Frisch's Restaurants, Inc.

Frisch's Restaurants, Inc. is a regional company that operates full service family-style restaurants under the name "Frisch's Big Boy." All Frisch's Big Boy restaurants are currently located in various regions of Ohio, Kentucky and Indiana.

The Company owns the trademark "Frisch's" and has exclusive, irrevocable ownership of the rights to the "Big Boy" trademark, trade name and service marks in the states of Kentucky and Indiana, and in most of Ohio and Tennessee. All of the Frisch's Big Boy restaurants also offer "drive-thru" service. The Company also licenses Frisch's Big Boy restaurants to other operators, currently in certain parts of Ohio, Kentucky and Indiana.

The Company currently operates 95 company-owned Frisch's Big Boy restaurants and there are an additional 26 franchised Frisch's Big Boy restaurants that are operated by licensees.

The Company has reported a profit every year since going public in 1960, and paid cash dividends to shareholders every quarter over the same period.

Statements contained in this news release which are not historical facts are forward looking statements as that item is defined in the Private Securities Litigation Act of 1995. Such forward looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filings with the Securities and Exchange Commission.



CONTACT: Tom Becker, 212.573.6100, Tom_Becker@sitrick.com; Jeff Lloyd, 310.788.2850, Jeff_Lloyd@sitrick.com