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): June 6, 2014


COSI, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
000-50052
06-1393745
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)

1751 Lake Cook Road
 
Suite 600
 
Deerfield, Illinois
60015
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (847) 597-8800
 
_________________________________________________
(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:
 
o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 
ITEM 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
On June 6, 2014, Robert Merritt notified the Board of Directors (the "Board") of Cosi, Inc. (the "Company") that he will not stand for re-election as a Director on the Board when his current term expires at the Company's 2014 Annual Meeting of Stockholders.  Concurrently with the expiration of his term as a director, Mr. Merritt will resign all positions with the Board.  Mr. Merritt has been a director of the Company since October 2005 and served as Chairman of the Board from November 4, 2008, until March 9, 2010.   From March 12, 2007, to September 15, 2007, Mr. Merritt served as our Interim CEO and President, while continuing to serve as a director of the Company. Mr. Merritt’s decision not to stand for re-election was not the result of a disagreement on any matter relating to the Company's operations, policies or practices.
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 
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.
 
 
 
 
COSI, INC.
 
       
       
Dated: June 12, 2014
By:
/s/ William E. Koziel  
    Name:  William E. Koziel   
    Title:    Chief Financial Officer