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): December 26,
2006
MEXICAN
RESTAURANTS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-28234
|
76-0493269
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
Identification
No.)
|
|
1135
EDGEBROOK
|
77034-1899
|
|
|
HOUSTON,
TEXAS
|
(Zip
Code)
|
|
|
(Address
of Principal Executive Offices)
|
Registrant's
telephone number, including area code: (713) 943-7574
(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 number 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
December 15, 2006, Lou Neeb was named the new Chief Executive Officer of Mexican
Restaurants, Inc., replacing Curt Glowacki, who resigned as Chief Executive
Officer and President of the Company. As previously disclosed, Mr. Glowacki’s
resignation was not the result of any disagreement between Mr. Glowacki and
the
Company regarding any matter relating to the Company’s operations, policies or
practices.
Upon
taking the CEO position, Mr. Neeb, previously an independent director and a
member of the Company’s Audit Committee, stepped down as a member of the Audit
Committee in order to comply with Nasdaq’s audit committee requirements as set
forth in Nasdaq Marketplace Rule 4350, leaving two directors on that committee.
The Company notified the Nasdaq Staff of this event by letter of December 21,
2006. The Company was then formally notified by Nasdaq by a Nasdaq Staff
Deficiency Letter on December 26, 2006 of Nasdaq’s receipt of the Company’s
letter and of the Company’s failure to keep in compliance with Nasdaq’s
requirement for listed issuers to have an audit committee comprised of at least
three directors, all of whom must be independent within the meaning of the
Nasdaq Marketplace Rules as set forth in Marketplace Rule 4350. A copy of the
December 26, 2006 letter from the Nasdaq Staff is attached hereto as
Exhibit
99.1.
Consistent with Nasdaq Marketplace Rule 4350(d)(4), in its letter Nasdaq
provided the Company with a cure period in order to regain compliance until
the
earlier of the Company’s next annual shareholders’ meeting or December 15, 2007.
A special committee of the Company’s Board of Directors to conduct a search for
a new Chief Executive Officer, and an independent director if an existing
independent director is unable to serve on the Audit Committee, is in the
process of being selected by the Board.
A
copy of
the Company’s press release with respect to this matter is attached hereto as
Exhibit
99.2.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number
Description
| 99.1 |
Letter
from Nasdaq Stock Market to Mexican Restaurants, Inc. dated December
26,
2006.
|
| 99.2 |
Mexican
Restaurants, Inc. press release dated December 29,
2006.
|
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 hereunto
duly authorized.
Date:
December 29, 2006
MEXICAN
RESTAURANTS,
INC.
By:
/s/
ANDREW J. DENNARD
Andrew
J.
Dennard
Exec.
Vice President, Chief
Financial
Officer, Treasurer and
Corporate
Secretary
INDEX
TO EXHIBITS
Exhibit
Number Description
| 99.1 |
Letter
from Nasdaq Stock Market to Mexican Restaurants, Inc. dated December
26, 2006
|
99.2 Mexican Restaurants,
Inc. press release dated December 29, 2006