Noble Roman Continues Effort to Limit Shareholder Voting
29 Junho 2023 - 12:33PM
Business Wire
Vote Your Blue Proxy
BT Brands, Inc. (Nasdaq: BTBD and BTBDW), (“BT”) Commenting on
the June 28, 2023, press release by Noble Roman’s, Inc. (“NROM”),
Gary Copperud, BT’s CEO, a NROM shareholder and nominee for the
contested board seat, noted, “The Mobley’s are communicating their
desperation in the press release. Of course, their claim that BT,
in any manner, admitted it falsely represented its ownership of
NROM stock is a total fabrication. Noble Roman’s attacks on the
process are intended to divert investors’ attention from NROM’s
management team’s abysmal financial performance over the last eight
years, during which management continued to reward itself with
exorbitant salaries and millions of stock options. Ironically, Paul
Mobley (NROM's Chairman) believes that he has effectively refuted
our criticism of his company’s financial performance because the
financial results are what they are. NROM’s financial performance
speaks volumes about management and are clear to any reader. How
have the facts shown actual performance been refuted? BT’s case to
NROM shareholders always has been to state the facts regarding the
company’s performance over the last eight years.” To demonstrate
the transparency of the nomination and election process, Mobley
noted that “(…our by-laws have been publicly available for many
years)” when, in fact, NROM’s articles of incorporation are not
available on the SEC website. If the company’s “foundational”
(their word) documents are so essential and corporate governance is
so important, raises the questions as to why investors cannot
access several significant documents on the SEC website including
the Articles of Incorporation, the Company’s stock option plan, and
a Form 8-K describing the most recent revision in its senior debt
agreement increasing monthly debt service to $83,000 from
$33,000.
In detailed correspondence to NROM and its legal counsel, we set
forth our explanation as to why, considering all of the facts, the
validity of BT’s nomination of Mr. Copperud should be affirmed:
- NROM has been aware and acknowledged in writing through its
legal counsel and in conference calls that BT is a significant
shareholder of NROM. This also would have been evident when Noble
Roman’s received a Non-Objecting Beneficial Shareholder (NOBO) list
in February 2023 (which NROM has failed to provide to BT despite
our multiple requests to obtain a copy and NROM’s legal obligation
to provide it to BT. Therefore, the Notice of Intent and the delay
in notifying BT of this purported deficiency is only a late-game
tactic devised to thwart the election of Mr. Copperud, denying
shareholders their right to cast a vote for a candidate who, based
on BT’s assessment (and we deduce, it is also the conclusion of
NROM) has the overwhelming support of shareholders.
- As management of NROM has been aware since February 2023, BT
and Mr. Copperud own approximately 9% of the outstanding shares of
NROM common stock, a fact transparent from Forms 13D and Form 3
filed by BT with the SEC. NROM’s delay in sending its recent
deficiency letter to BT reeks of iniquity and objectively
represents an attempt to disenfranchise NROM’s shareholders of
their voice in managing their company. It is a clear attempt to
gain an advantage when the shareholders most need representation on
the board of directors, given the dismal financial performance and
plummeting stock prices over the last eight years.
- Rule 14a-1(i) under the Securities Exchange Act of 1934 defines
a “record holder” to mean and include “any broker, dealer, voting
trustee, bank, association or other entity that exercises fiduciary
powers which hold securities of record in nominee name or otherwise
or as a participant in a clearing agency registered under section
17A of the Act.” Under this definition, the SEC specifically
recognizes a person that holds securities through a nominee is a
“record holder” for purposes of the proxy solicitation rules of
Regulation 14A under the Exchange Act. Further, NROM’s bylaws
recognize that owning stock in street name, where approximately 21
million of the 22.5 million outstanding shares of NROM common stock
are held, constitutes ownership of common stock by defining a
“Shareholder Associated Person” as “any beneficial owner of shares
of stock of the Corporation owned of record or beneficially
by such shareholder.” (emphasis ours) NROM’s foundational document
formally recognizes that a beneficial owner of securities is a
shareholder in the company.
- The facts tell the story of a failure of the board of directors
of NROM to respect and abide by the will of the shareholders and
may represent a material breach of the directors’ fiduciary duty of
care to shareholders. In supporting management’s position that the
nomination is defective, the directors are ignoring the voices of
shareholders who elected them to protect and serve their interests
in the face of management’s desires.
Our arguments are valid and persuasive and support BT’s right to
nominate Mr. Copperud for election to NROM’s board of directors. BT
intends to vigorously pursue its rights in all venues and against
all actors that would deny BT its rights as a shareholder.
In considering your vote on the Blue Card, we ask
shareholders to consider the following non-refutable facts
regarding Noble Roman’s performance since 2014:
- The share price has declined from $2.14 to 20
cents;
- Shareholders’ equity has fallen from $14.9 million to under
$1.9 million;
- Debt has increased from $2.7 million to $8.9
million;
- Eight-year Compensation paid to the Mobleys has been
approximately $5.9 million – representing nearly 40 percent of the
decline in shareholders’ equity;
- Current Employment Agreements commit over $5.9 million in
future cash compensation;
- Stock option awards approximating 21% of the outstanding
shares, have been made in the face of abysmal performance and
without shareholder approval.
About BT Inc.: BT, Inc. (BTBD and BTBDW) owns and
operates a fast-food restaurant chain called Burger Time, with
locations in North and South Dakota and Minnesota. In addition, the
Company owns the Pie In The Sky Coffee and Bakery in Woods Hole,
Massachusetts, the Village Bier Garten in Cocoa, Florida, and
Keegan’s Seafood Grille near Clearwater, Florida. BT is seeking
acquisitions within the restaurant industry.
Forward Looking Statements
This press release may contain statements that might be
considered forward-looking statements or predictions of future
operations. Such statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
and are based on management’s belief or interpretation of
information currently available. These statements and assumptions
involve certain risks and uncertainties. Actual events may also
differ from these expectations as a result of the risks identified
from time to time in our filings with the Securities and Exchange
Commission. We assume no duty to update these statements as of any
future date.
Investors Contact:
InvestorCom LLC John Glenn Grau, 203-972-9300
info@investor-com.com
proxy@investor-com.com 19 Old Kings Highway S., Suite 130
Darien, CT 06820
(203) 972-9300 or (877) 972-0090
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230629231723/en/
KENNETH BRIMMER 612-229-8811
BT Brands (NASDAQ:BTBDW)
Gráfico Histórico do Ativo
De Out 2024 até Out 2024
BT Brands (NASDAQ:BTBDW)
Gráfico Histórico do Ativo
De Out 2023 até Out 2024