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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 4, 2008
NOBLE ROMAN'S, INC.
(Exact name of Company 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 800
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 Company 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))
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Item 1.01 Entry into a Material Definitive Agreement
On February 4, 2008, Noble Roman's, Inc. (the "Company") and
certain of its subsidiaries, entered into a First 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 (the "Loan Agreement").
The Amendment provides for Wells Fargo to loan an additional $3,000,000
to the Company. The Amendment also reduces the interest rate applicable
to amounts borrowed under the Loan Agreement from LIBOR plus 4% per
annum to LIBOR plus 3.75% per annum and extends the maturity date for
borrowings under the loan from August 31, 2011 to August 31, 2013.
Finally, the amendment provides that the Company may repurchase shares
of its common stock in such amounts and on such terms as are approved by
the Company's board of directors from time to time, provided the
aggregate purchase price of such repurchased shares shall not exceed
$3,000,000.
On February 6, 2008, the Company elected to purchase a swap
contract fixing the rate on 50% of the principal balance under the Loan
Agreement, as amended by the Amendment (approximately $4,187,500 as of
February 6, 2008), at an annual interest rate of 8.20%. This swap
contract replaces the previously existing swap contract that fixed the
interest rate on $3,000,000 of the outstanding principal balance under
the Loan Agreement at an annual interest rate 8.83% at the time it was
replaced.
The foregoing summary is qualified in its entirety by the
Amendment, a copy of which is filed as Exhibit 10.1 to this report, and
the Loan Agreement, a copy of which was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed August 29, 2005.
The Company has posted this Form 8-K on its internet website
at www.nobleromans.com.
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.
Item 7.01 Regulation FD Disclosure.
Attached and incorporated herein by reference as Exhibit 99
is a press release issued by the Company announcing that the Company had
entered into the First Amendment. The information in this Item 7.01,
including Exhibit 99 attached hereto, is being furnished under
Regulation FD and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are furnished as part of this report:
Exhibit Number Description
10.1 First Amendment to Loan Agreement dated
February 4, 2008 by and among Noble Roman's,
Inc., Pizzaco, Inc., N.R. Realty, Inc.
and Wells Fargo Bank, National
Association.
99.1 Press Release dated February 5, 2008, issued
by Noble Roman's, Inc.
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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: February 7, 2008
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer