Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
COSI > SEC Filings for COSI > Form 8-K on 13-May-2013All Recent SEC Filings

Show all filings for COSI INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COSI INC


13-May-2013

Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or B


Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

On May 8, 2013, Cosi, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") to implement a one-for-four reverse split (the "Reverse Split") of its common stock, par value $0.01 per share (the "Common Stock"), as approved by the Company's stockholders at the Annual Meeting of Stockholders on May 8, 2013. The Reverse Split was effective as of 8:00 a.m. (Eastern Time) on May 9, 2013, and the Common Stock began trading on the NASDAQ Global Market on a post-split basis on May 9, 2013.

As a result of the Reverse Split, every four shares of issued and outstanding Common Stock were combined into one share of issued and outstanding Common Stock. In addition, the Reverse Split effected a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options and warrants to purchase or acquire, as applicable, shares of the Common Stock, and the number of shares reserved for issuance pursuant to the Company's existing equity incentive compensation plans were reduced proportionately.

No fractional shares will be issued as a result of the Reverse Split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the average of the high and low trading prices of the Common Stock on the NASDAQ Global Market during the regular trading hours for the five trading days immediately preceding the effective time of the Reverse Split. The new CUSIP number for the Common Stock following the Reverse Split is 22122P200.

The Amendment did not reduce the number of authorized shares of the Common Stock and, therefore, the effect of the Amendment is to increase the number of shares of Common Stock available for issuance relative to the number of shares of Common Stock issued and outstanding. The Reverse Split did not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

A copy of the Amendment, as filed with the Secretary of State of the State of Delaware on May 8, 2013, is attached hereto as Exhibit 3.1. On May 8, 2013, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1.



Item 5.07. Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting of Stockholders held on May 8, 2013, the following matters were submitted to the Company's stockholders:


(1) The election of two directors for three-year terms ending at the Annual Meeting of Stockholders to be held in 2016 or until their successors are duly elected and qualified:

Directors Votes For Votes Withheld Broker Non-Votes Mark Demilio 26,020,402 2,125,772 25,118,869 Carin Stutz 27,364,305 781,869 25,118,869

(2) The proposal to ratify of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2013:

Votes For Votes Against Votes Abstained Broker Non-Votes 51,260,821 1,959,064 45,046 652

(3) The proposal to approve, in a non-binding vote, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement pursuant to Item 402 of Regulation S-K:

Votes For Votes Against Votes Abstained Broker Non-Votes 26,251,460 1,840,191 54,522 25,118,870

(4) The proposal to approve, in an advisory vote, the frequency of future executive compensation advisory votes:

1 Year 2 Years 3 Years Broker Non-Votes 26,228,203 351,912 938,733 25,118,870

(5) The proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to effect, at any time prior to the next Annual Meeting, a reverse stock split of the outstanding and treasury shares of the Common Stock having a split ratio ranging from one-for-two to one-for-twenty ("Split Ratio"), as such Split Ratio shall be determined by the Board of Directors of the Company to be in the best interest of the Company and its stockholders, and pay to the Company's stockholders cash in lieu of fractional shares at fair market value:

Votes For Votes Against Votes Abstained Broker Non-Votes 47,074,840 6,128,312 61,888 0

Of the 73,208,869 shares eligible to vote as of the March 15, 2013 record date, more than 53,265,043 votes, or approximately 72.8% of the total shares outstanding, were represented at the meeting.

Based upon the results of the frequency of future executive compensation advisory votes, the Board of Directors has determined that advisory votes on executive compensation will be


submitted to stockholders on an annual basis.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation.

99.1 Press Release of Cosi, Inc., dated May 8, 2013.


  Add COSI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for COSI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.