-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WRfs4QgMp3OL928V6MVTkRXpLF/9B5kJjAbg4zVtphXX4tcwkb8keHT1D42ilSOU tkY05UXkKkF+DunnuzRKeA== 0000910680-05-000172.txt : 20050304 0000910680-05-000172.hdr.sgml : 20050304 20050304161724 ACCESSION NUMBER: 0000910680-05-000172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050302 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050304 DATE AS OF CHANGE: 20050304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBARRO INC CENTRAL INDEX KEY: 0000766004 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 112501939 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-96807 FILM NUMBER: 05661524 BUSINESS ADDRESS: STREET 1: 401 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168640200 MAIL ADDRESS: STREET 1: 401 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 f8k030205.txt CURRENT REPORT 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): March 2, 2005 SBARRO, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York ------------------------ (State of Incorporation) 1-8881 11-2501939 --------------------- --------------------------------- (Commission File No.) (IRS Employer Identification No.) 401 Broadhollow Road, Melville, New York 11747 ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (631) 715-4100 ---------------------------------------------------- (Registrant'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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communication 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 2, 2005, Michael P. O'Donnell tendered his resignation as the Company's President and Chief Executive Officer to accept the position of Chairman, President and Chief Executive Officer of Champps Entertainment, Inc. Mr. O'Donnell will remain as a director of the Company. On March 4, 2005, the Company's Board of Directors elected Peter Beaudrault, age 50, as the Company's new President and Chief Executive Officer to replace Mr. O'Donnell. Mr. Beaudrault joined the Company in January 2004 and was elected Corporate Vice President and President of the Company's Quick Service Division in March 2004. Prior to joining the Company, Mr. Beaudrault was an industry consultant from January 2003 and, for more than five years prior to that, was President and Chief Executive Officer of Hard Rock Cafe International, a restaurant chain. There is no family relationship between Mr. Beaudrault and any other executive officer or director of the Company. All officers of the Company are elected annually by the Company's Board of Directors and hold office until their respective successors are elected and qualified. Officers may be removed at any time by the Board. The Company's press release related to the foregoing is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 The Company's press release dated March 4, 2005. SIGNATURES 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. SBARRO, INC. Date: March 4, 2005 By: /s/ Anthony J. Puglisi ----------------------------------- Anthony J. Puglisi, Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 The Company's Press Release dated March 4, 2005. -3- EX-99 2 ex99_1-f8k030205.txt EX-99.1; PRESS RELEASE Exhibit 99.1 [LOGO OF SBARRO] 401 Broadhollow Road Melville, NY 11747 (631) 715-4100 Sbarro, Inc. Appoints New President and Chief Executive Officer Melville, New York - - March 4, 2005 Sbarro, Inc., a leading owner, operator and franchisor of quick service Italian specialty food restaurants worldwide, has announced that Michael P. O'Donnell has resigned as President and Chief Executive Officer. Michael has accepted the position of Chairman, President and Chief Executive Officer of Champps Entertainment, Inc. Michael will remain on the Board of Directors of Sbarro, Inc. Sbarro, Inc. further announced the internal promotion of Pete Beaudrault to the position of President and Chief Executive Officer effective immediately. Commenting on the change in management, Mario Sbarro, Chairman of the Board of Sbarro, Inc. said, "We wish Michael well in his new role with Champps. Michael has built an outstanding management team to lead our company. We look forward to his continuing guidance as a member of our Board." Mr. Sbarro further said, "We are pleased to have Pete Beaudrault assume the role as President and Chief Executive Officer. Pete joined Sbarro in January 2004 as Corporate Vice President and President of our Quick Service Division, and has an impressive and successful background in the restaurant industry having served as the President and Chief Executive Officer for the Hard Rock Cafe International. Together with Michael, Pete has participated in building our outstanding management team." Sbarro, Inc. operates in excess of 500 company owned and in excess of 400 franchise operated Quick Service Restaurants worldwide. Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of applicable securities laws. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. Although Sbarro, Inc. believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Such statements are based on management's current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Important factors that could cause actual results to differ materially from the company's expectations are disclosed in the company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such factors. Contact: Sbarro, Inc. Anthony J. Puglisi Vice President and Chief Financial Officer 631-715-4165 APuglisi@sbarro.com -4- -----END PRIVACY-ENHANCED MESSAGE-----