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): January 7, 2015

Rave Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)

Missouri                                                      0-12919                                           45-3189287
(State or other jurisdiction of incorporation)          (Commission File Number)          (IRS Employer Identification No.)
 
3551 Plano Parkway, The Colony, Texas                                                       75056
(Address of principal executive offices)                                                         (Zip Code)

Registrant’s telephone number, including area code: (469) 384-5000

Pizza Inn Holdings, Inc.
(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 (see   General Instruction A.2. below):

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 5.03              AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE OF FISCAL YEAR

Effective January 7, 2015, the Articles of Incorporation of the registrant were amended and restated to, among other things, change the corporate name of the registrant from “Pizza Inn Holdings, Inc.” to “Rave Restaurant Group, Inc.” and provide that the number of directors be fixed by or in the manner provided by the Bylaws.  Also effective January 7, 2015, the Bylaws of the registrant were amended and restated to reflect the change of corporate name and to provide that the number of directors constituting the Board of Directors be fixed from time to time by resolution of the Board of Directors.

The foregoing description of the amendments to the Articles of Incorporation of the registrant are qualified in their entirety by reference to the Amended and Restated Articles of Incorporation attached hereto as Exhibit 3.1.  The foregoing description of the amendments to the Bylaws of the registrant are qualified in their entirety by reference to the Amended and Restated Bylaws attached hereto as Exhibit 3.2.

ITEM 8.01              OTHER EVENTS

Effective January 9, 2015, the Nasdaq identification of the registrant was changed from “Pizza Inn Holdings, Inc.” to “Rave Restaurant Group, Inc.” and the ticker symbol of the registrant was changed from “PZZI” to “RAVE.”  On January 8, 2015, the registrant issued a press release announcing these changes, a copy of which is attached hereto as Exhibit 99.1.  On January 8, 2015, the registrant also issued a press release announcing preliminary results for the second quarter of fiscal 2015, a copy of which is attached hereto as Exhibit 99.2.

ITEM 9.01.             FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

3.1           Amended and Restated Articles of Incorporation of Rave Restaurant Group, Inc.

3.2           Amended and Restated Bylaws of Rave Restaurant Group, Inc.

99.1         Press release dated January 8, 2015, regarding name change.

99.2         Press release dated January 8, 2015, regarding preliminary results for the second quarter of fiscal 2015.
 
 
 
 
 

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.
 
 
  Rave Restaurant Group, Inc.  
       
Date: January 8, 2015
By:
/s/ Randall E. Gier  
    Randall E. Gier  
    Chief Executive Officer  
       

 
 
 
 
 
 
 
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RAVE RESTAURANT GROUP, INC.
 
RAVE RESTAURANT GROUP, INC. (the “Corporation”), pursuant to the provisions of Sections 351.106 and 351.107 of the General and Business Corporation Law of Missouri, hereby amends and restates its Articles of Incorporation to read as follows:
 
ARTICLE I.
 
1.1.   The name of this Corporation shall be Rave Restaurant Group, Inc.
 
ARTICLE II.
 
2.1.   The period of the Corporation’s duration is perpetual.
 
ARTICLE III.
 
3.1.   The purposes for which this Corporation is organized are the following:
 
(1)   To acquire, lease, own, hold, manage, conduct and/or otherwise operate a fast food service facility and/or facilities, including, but not limited to, food vending facilities, and/or other connection therewith to conduct, perform and/or otherwise operate services and facilities ancillary thereto.
 
(2)   To acquire, and pay for in cash, stock or bonds of this Corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.
 
(3)   To acquire, hold, use, sell, assign, mortgage, lease and grant licenses and franchises in respect of, letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this Corporation.
 
(4)   To acquire by purchase, subscription or otherwise and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or voting trust certificates in respect of the shares of the capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency and as owner thereof to possess and exercise all the rights, power sand privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things, necessary or advisable for the preservation, protection, improvement and enhancement invention value thereof.
 
 
 
 
 
 
(5)   To borrow or raise moneys for any of the purposes of the Corporation, and from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the Corporation and for its corporate purposes.
 
(6)   To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the Corporation’s property and assets, or any interest therein, wherever situated.
 
(7)   To purchase, receive or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares, provided that it shall not purchase, either directly or indirectly, its own shares when its net assets are less than its stated capital or when, by so doing, its net assets would be reduced below its stated capital.
 
(8)   To aid either by loans or by guarantee of securities or in any other manner, any corporation, domestic or foreign, any shares of stock, or any bonds, debentures, evidences of indebtedness or other securities whereof are held by this Corporation or in which it shall have any interest, and to do any acts designed to protect, preserve, improve, or enhance the value of any property at any time held or controlled by this Corporation or in which it at the time may be interest.
 
(9)   To do any or all of the things hereinabove enumerated alone for its own account, or for the account of others, or as the agent for others, or in association with others or by or through others, and to enter into all lawful contracts and undertakings in respect thereof.
 
(10)   To have one or more offices, to conduct its business, carry on its operations and promote its objects within and without the State of Missouri, in other states, the District of Columbia, the territories, colonies and dependencies of the United States, in foreign countries and anywhere in the World, without restriction as to place, manner or amount, but subject to the laws applicable thereto; and to do any or all of the things herein set forth to the same extent as a natural person might or could do and in any part of the world, either alone or in company with others.
 
 
AMENDED AND RESTATED ARTICLES
OF INCORPORATION OF RAVE RESTAURANT GROUP, INC. – Page 2
 
 
 
(11)   In general, to carry on any other business in connection with each and all of the foregoing or incidental thereto, and to carry on, transact and engage in any and every lawful business or other lawful thing calculated to be of gain, profit or benefit to the Corporation as fully and freely as a natural person might do, to the extent and in the manner, and anywhere within and without the State of Missouri, as it may from time to time determine; and to have and exercise each and all of the powers and privileges, either direct or incidental, which are given and provided by or are available under the laws of the State of Missouri in respect of general and business corporations organized for profit thereunder; provided, however, that the Corporation shall not engage in any activity for which a Corporation may not be formed under the laws of the State of Missouri.
 
None of the purposes and powers specified in any of the paragraphs of this ARTICLE III shall be in any way limited or restricted by reference to or inference from the terms of any other paragraph, and the purposes and powers specified in each of the paragraphs of this ARTICLE III shall be regarded as independent purposes and powers.  The enumeration of specific purposes and powers in this ARTICLE III shall not be construed to restrict in any manner the general purposes and powers of this Corporation, nor shall the expression of one thing be deemed to exclude another, although it be of like nature.  The enumeration of purposes or powers herein shall not be deemed to exclude or in any way limit by inference any purposes or powers which this Corporation has power to exercise, whether expressly by the laws of the State of Missouri, nor hereafter in effect, or implied by any reasonable construction of such laws.
 
ARTICLE IV.
 
4.1.   The total number and designation of shares of capital stock that the Corporation shall have the authority to issue is Twenty-Six Million (26,000,000) shares of Common Stock, with the par value of one cent ($.01) per share.
 
4.2.   Each holder of Common Stock shall be entitled to cast one (1) vote for each share of Common Stock issued and outstanding in his or her name.  No Common Stock shall be issued without voting rights.
 
4.3.   No holder of shares of stock authorized or issued pursuant to this ARTICLE IV shall have any preferential or preemptive rights of subscription to any shares of capital stock of this Corporation, either now or hereafter authorized, or to any obligations convertible into capital stock of this Corporation, issued or sold, nor any rights of subscription to any thereof.
 
 
AMENDED AND RESTATED ARTICLES
OF INCORPORATION OF RAVE RESTAURANT GROUP, INC. – Page 3
 
 
 
 
ARTICLE V.
 
[INTENTIONALLY DELETED]
 

 
ARTICLE VI.
 
In the absence of fraud, no contract or other transaction between the Corporation and any other person, corporation, firm, syndicate, association, partnership, or joint venture shall be wholly or partially invalidated or otherwise affected by reason of the fact that one or more of the directors of the Corporation are or are to become Directors or officers of such other corporation, firm, syndicate or association, or members of such partnership or joint venture, or are pecuniarily or otherwise interested in such contractual transaction, provided, that the fact such director or directors of the Corporation are so situated or so interested or both, shall be disclosed or shall have been known to the Board of Directors of the Corporation.  Any director or directors of the Corporation who is also a director or officer of such other corporation, firm, syndicate or association, or a member of such partnership, or joint venture, or pecuniarily or otherwise interested in such contract or transaction, may be counted for the purpose of determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize any such contract or transaction and in the absence of fraud, and as long as he acts in good faith, any such director may vote thereat to authorize any such contract or transaction, with like force and effect as if he were not a director or officer of such other corporation, firm, syndicate, or association, or a member of such partnership or joint venture, or pecuniarily or otherwise interested in such contract or transaction; it is expressly provided, however, that the Board of Directors may not authorize the contract or transaction without the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum.
 
ARTICLE VII.
 
The street address of the registered office of the Corporation is 120 South Central Avenue, Clayton, Missouri 63105, and the registered agent at such address is National Registered Agents, Inc.
 
ARTICLE VIII.
 
8.1.   The business and affairs of the Corporation shall be managed by, or under the direction of, a Board of Directors consisting of one or more directors.  The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
 
8.2.   There shall be one (1) class of directors, who shall be elected annually.
 
 
AMENDED AND RESTATED ARTICLES
OF INCORPORATION OF RAVE RESTAURANT GROUP, INC. – Page 4
 
 
 
 
8.3.   Any vacancy on the Board of Directors arising from the death, resignation, retirement, disqualification or removal from office of one or more directors may be filled by a majority of the Board of Directors then in office, although less than a quorum, or by a sole remaining director.  Any director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor.
 
8.4.   The method of nomination and conduct of the election of directors at the annual meeting of shareholders shall be prescribed in the Bylaws.
 
ARTICLE IX.
 
The private property of the stockholders shall not be subject to the payment of the corporate debts of the Corporation.
 
ARTICLE X.
 
The Corporation shall have and exercise all powers and rights conferred upon corporations by the General and Business Corporation Law of Missouri and any enlargement of such powers conferred by subsequent legislative acts; and, in addition thereto, the Corporation shall have and exercise all powers and rights, not otherwise denied corporations by the General and Business Corporation Law of Missouri, as are necessary, suitable, proper, convenient or expedient to the attainment of the purposes set forth in Article III above.
 
Except as may be otherwise specifically provided by statute, or the Articles of Incorporation or the Bylaws of the Corporation, as from time to time amended, all powers of management, direction and control of the Corporation shall be, and hereby are, vested in the Board of Directors.
 
The Bylaws of the Corporation may from time to time be altered, amended, suspended or repealed, or new Bylaws may be adopted by a majority vote of the Board of Directors, subject to any and all restrictions imposed, or prohibitions provided, by the General and Business Corporation Law of Missouri.
 
The Board of Directors may designate an Executive Committee in the manner and subject to the limitations set forth in the Bylaws of the Corporation.
 
The directors shall have power to hold their meetings and to keep the books (except any books required to be kept in the State of Missouri, pursuant to the laws thereof) at any place within or without the State of Missouri.
 
ARTICLE XI.
 
11.1.   The Corporation may agree to the terms and conditions upon which any director or officer accepts his office or position and in its Bylaws or by contract may agree to indemnify and protect each and all of such persons and any person who, at the request of the Corporation served as a director or officer of another Corporation in which this Corporation owned stock against all costs and expenses reasonably incurred by any or all of them, and all liability imposed or threatened to be imposed upon any or all of them, by reason of or arising out of their or any of them being or having been a director or officer of this Corporation or of such other corporation; but any such Bylaw or contractual  provision shall not be exclusive of any other right or rights of any such director or officer to be indemnified and protected against such costs and liabilities which he may otherwise possess.
 
 
AMENDED AND RESTATED ARTICLES
OF INCORPORATION OF RAVE RESTAURANT GROUP, INC. – Page 5
 
 
 
 
11.2.   The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.
 
11.3.   This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court shall deem proper. Any indemnification under this Article XI (unless ordered by a Court) shall be made by this Corporation only as authorized in the specific instance upon a determination that indemnification of the director, officer, employee, partner, trustee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article XI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.  To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article XI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.
 
 
AMENDED AND RESTATED ARTICLES
OF INCORPORATION OF RAVE RESTAURANT GROUP, INC. – Page 6
 
 
 
 
11.4.   Expenses incurred in defending any actual or threatened civil or criminal action, suit or proceeding may be paid by this Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific instance upon receipt of an undertaking by or on behalf of the director, officer, employee, partner, trustee or agent to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article XI.
 
11.5.   The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has caused to be a director, officer, employee, partner, trustee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
 
11.6.   For the purposes of this Article XI, references to this “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee, partner, trustee or agent of such a constituent corporation as a director, officer, employee, partner, trustee or agent of another enterprise shall stand in the same position under the provisions of this Article XI with respect to the resulting surviving corporation in the same capacity.
 
11.7.   In the event any provision of this Article XI shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provisions of this Article XI and any other provisions of this Article XI shall be construed as if such invalid provisions had not been contained in this Article XI.
 
 
AMENDED AND RESTATED ARTICLES
OF INCORPORATION OF RAVE RESTAURANT GROUP, INC. – Page 7
 
 
 
 
 
AMENDED AND RESTATED BY-LAWS
OF
RAVE RESTAURANT GROUP, INC.
 
ARTICLE I - OFFICE
 
The principal office of the Corporation shall be located in Denton County, Texas.  The Corporation may have offices at such other places, both within and without the State of Missouri, as the Board of Directors may from time to time designate.
 
ARTICLE II - SEAL
 
The corporate seal shall have inscribed thereon the name of the Corporation.
 
ARTICLE III - SHAREHOLDERS' MEETING
 
Section 1.  Place of Meeting .  All meetings of the shareholders shall be held at such location, either within or without the State of Missouri, as designated, from time to time, by a majority of the Board of Directors.
 
Section 2.  Annual Meeting .  The annual meeting of the shareholders shall be held on Wednesday of the second full calendar week of December of each year at 10:00 a.m., or any other day determined by the Board of Directors within sixty (60) calendar days before or after such date, when the shareholders shall conduct business as shall properly come before the meeting.
 
Section 3.  Quorum .  The holders of a majority of the stock issued and outstanding entitled to vote at any meeting, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by express provision of the statutes, the Articles of Incorporation or by these By-laws.
 
Section 4.  Voting .  At each meeting of the shareholders, every shareholder entitled to vote at any meeting shall be entitled to vote in person, or by proxy, appointed by an instrument in writing subscribed by such shareholder, or by his duly authorized attorney-in-fact, and he shall have one vote for each share of stock registered in his name at the time of the closing of the transfer books for said meeting.  The vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, the Articles of Incorporation or these By-laws, a different vote is required, in which case, such express provision shall govern and control the decision of such questions.
 
Section 5.  No Cumulative Voting .  Unless otherwise provided in the Articles of Incorporation, cumulative voting is not permitted with respect to the election of directors and, thus, no shareholders entitled to vote in the election of directors shall have the right to cast as many votes in the aggregate as shall equal the number of votes held by the shareholders in the Corporation, multiplied by the number of directors to be elected at the election, for one candidate, or distribute them among two or more candidates.
 
Section 6.  Notice of Meeting .  Notice of any special or annual meeting shall be served personally on each shareholder or shall be mailed to each shareholder at such address as appears on the stock book of the Corporation not less than ten (10) days nor more than sixty (60) days before such meeting.  Service or mailing of such notice shall be made by the Secretary.  In addition, such published notice shall be given as required by law.  The notice of any special meeting shall state the purpose or purposes of the proposed meeting.
 
 
 
 
 
 
Section 7.  Special Meetings .  Special meetings of the shareholders for any purpose or purposes may be called by the Chief Executive Officer or by the Board of Directors, or by the Secretary at the request in writing by shareholders owning at least one-third (1/3) in amount of the entire capital stock of the Corporation issued and outstanding.
 
Section 8.  Waiver of Notice .  Any shareholder may waive notice of any meeting of the shareholders, by a writing signed by him, or by his duly authorized attorney-in-fact, either before or after the time of such meeting.  A copy of such waiver shall be entered in the minutes, and shall be deemed to be the notice required by law or by these By-laws.  Any shareholder present in person, represented by proxy or represented by his duly authorized attorney-in-fact, at any meeting of the shareholders, shall be deemed to have thereby waived notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
Section 9.  Informal Action by Shareholders .  Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes, the Articles of Incorporation or these By-laws, the meeting, any notice thereof and vote of shareholders thereat may be dispensed with if all the shareholders who would have been entitled to vote upon the action, if such meeting were held, shall consent in writing to such corporate action being taken.  Such consents shall have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed under the statutes of Missouri.  Such written consent shall be filed with the minutes of shareholders' meetings.
 
Section 10.  Shareholders Entitled to Vote .  The Board of Directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the shareholders during which no transfer of stock on the books of the Corporation may be made.  The Board of Directors may fix a day not more than sixty (60) days prior to the holding of any meeting of the shareholders as the day as of which shareholders are entitled to notice of and to vote at such meeting.
 
Section 11.  Organization .  The Chairman of the Board, and in his absence, the Chief Executive Officer, and in his absence, the President, and in the absence of the Chairman of the Board, the Chief Executive Officer, the President and all the Vice Presidents, a chairman pro tem chosen by the shareholders present, shall preside at such meeting of shareholders and shall act as chairman thereof.  The Secretary, and in his absence the Assistant Secretary or a Secretary pro tem chosen by the shareholders present, shall act as secretary of all meetings of the shareholders.
 
Section 12.  Adjournment .  If at any meeting of the shareholders, a quorum shall fail to attend at the time and place for which the meeting was called, or if the business of such meeting shall not be completed, the shareholders present in person, represented by proxy may, by a majority vote, adjourn the meeting from day to day or from time to time, not exceeding ninety (90) days from such adjournment without further notice until a quorum shall attend or the business thereof shall be completed.  At any such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
Page 2
 
 
ARTICLE IV - DIRECTORS
 
Section 1.  Number and Election .  The number of directors of the Corporation constituting the Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one nor more than fifteen.  No decrease in the number of Directors shall have the effect of reducing the term of any incumbent Director. .  Each Director shall hold office until such Director's successor has been elected and has qualified, or until such Director's death, retirement, disqualification, resignation or removal.
 
Section 2.  Classes, Election and Term .  There shall be one (1) class of directors, who shall be elected annually.  Any director elected to fill any vacancy on the Board of Directors shall hold office for the remainder of the full term of the director whose position such newly elected director fills.
 
Section 3.  Vacancies .  Any vacancy on the Board of Directors arising from the death, resignation, retirement, disqualification, or removal from office of one or more Directors, may be filled by a majority of the Board of Directors then in office, although less than a quorum, or by a sole remaining Director.  Any Director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor.
 
Section 4.  Powers of the Board .  The business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation, and do all such lawful acts and things as are not by statute, or by the Articles of Incorporation, or by these By-laws, directed or required to be exercised or done by the shareholders.
 
Section 5.  Removal of Directors .  Except as otherwise expressly provided in the Articles of Incorporation, the shareholders shall have the power, by a vote of the holders of a majority of seventy-five percent (75%) of the shares then entitled to vote at an election of Directors at any meeting expressly called for that purpose, to remove any Director from office with or without cause.  Such meeting shall be held at the registered office or principal business office of the Corporation in the State of Texas or at such other location within or without the States of Missouri or Texas, as directed, from time to time, by the Board of Directors.  If less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him, if then cumulatively voted at an election of the entire Board of Directors.
 
ARTICLE V - MEETINGS OF THE BOARD
 
Section 1.  Place of Meetings .  Meetings of the Board of Directors of the Corporation, both regular and special, may be held at any place either within or without the State of Missouri.  Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment, whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
Page 3
 
 
Section 2.  Regular Meetings .  Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by the Board.
 
Section 3.  Notice of Regular Meetings .  After the time and place of regular meetings shall have been determined, no notice of any regular meetings need be given.  Notice of any change in the place of holding any regular meeting, or any adjournment of a regular meeting, shall be given by mail, telegram, or telephone not less than forty-eight (48) hours before such meeting, to all Directors who were absent at the time such action was taken.
 
Section 4.  Special Meetings .  Special meetings of the Board, for any purpose, may be called by the Chairman of the Board on three (3) days' notice to each Director, either personally, by mail or by telegram.  Upon like notice, the Secretary of the Corporation, upon the written request of a majority of the Directors, shall call a special meeting of the Board.  Such request shall state the purpose or purposes of the proposed meeting.  The officer calling the special meeting may designate the place for holding same.
 
Section 5.  Quorum .  At all meetings of the Board, a majority of the Directors entitled to vote shall constitute a quorum for the transaction of business, and the act of a majority of the Directors so entitled to vote, present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except where otherwise provided by statute, by the Articles of Incorporation or by these By-laws.  If a quorum shall not be present at any meeting of the Board of Directors, the Directors entitled to vote present thereat may adjourn the meeting, from time to time, without notice other than announcement, at the meeting that the meeting is adjourned until a quorum shall be present.
 
Section 6.  Waiver of Notice .  Any Director may waive notice of any meeting of the Board by a writing signed by him, either before or after the time of such meeting.  A copy of such waiver shall be entered in the minutes and shall be deemed to be the notice required by statute or by these By-laws.  Any Director present in person, or by means of conference telephone or similar communications equipment, at any meeting of the Board, shall be deemed to have thereby waived notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
Section 7.  Informal Meetings .  Whenever the vote of Directors at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Articles of Incorporation, the meeting, any notice thereof, and vote of Directors thereat, may be dispensed with if all the Directors who would have been entitled to vote upon the action, if such meeting were held, shall consent in writing to such corporate action being taken. Such written consent shall be filed with the minutes of the Board.
 
Section 8.  Organization .  The Chairman of the Board, and in his absence, the Chief Executive Officer, and in his absence, the President, and in the absence of the Chairman of the Board, the Chief Executive Officer, the President and all the Vice Presidents, a chairman pro tem chosen by the Directors present, shall preside at each meeting of the Directors and shall act as Chairman thereof.  The Secretary, and in his absence, the Assistant Secretary, and in his absence a secretary pro tem chosen by the Directors present, shall act as Secretary of all meetings of the Directors.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
Page 4
 
 
Section 9.  Minutes and Statements .  The Board of Directors shall cause to be kept a complete record of their meetings and acts, and of the proceedings of the shareholders.
 
ARTICLE VI - OFFICERS
 
Section 1.  Officers .  The officers of this Corporation shall be a Chairman of the Board, any number of Vice Chairmen (who may be specifically designated with a descriptive title), a President, one or more Vice Presidents (any one of whom may be specifically designated or Senior Vice President, or some particular phrase descriptive of a portion of the Corporation's business), a Secretary, one or more Assistant Secretaries, and a Treasurer, all of whom shall be chosen by the Board of Directors.  Any person may hold two or more offices, except the offices of President and Secretary.
 
Section 2.  Subordinate Officers and Employees .   The Board of Directors may appoint such other officers and agents, as it may deem necessary, who shall hold their offices for such terms, and shall exercise such powers and perform such duties, as shall be determined from time to time by the Board.
 
Section 3.  Compensation .  The Board of Directors shall, from time to time, in its discretion, fix or alter the compensation of any officer or agent.
 
Section 4.  Tenure of Office and Removal .  The officers of the Corporation shall hold office until their successors are chosen and qualify.  Any officer, elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
 
Section 5.  Chairman of the Board .  The Chairman of the Board shall preside at all meetings of the shareholders and the Directors.  He shall perform such other duties and have such other powers as the Board of Directors may, from time to time, prescribe.
 
Section 6.  Vice Chairman .  The Vice Chairman, if any, in such order as designated by the Board of Directors, shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties and have such other powers as the Board of Directors or the Chairman may, from time to time, prescribe.
 
Section 7.  Chief Executive Officer .  The Chief Executive Officer shall be the ranking chief executive officer of the Company, shall have general supervision of the affairs of the Company and general control of all of its business and shall see that all orders and resolutions of the Board are carried into effect.  The Chief Executive Officer may delegate all or any of his powers or duties to the President, if and to the extent deemed by the Chief Executive Officer to be desirable or appropriate.
 
Section 8.  President .  The President shall be the chief operating officer of the Company and shall, subject to the supervision of the Chief Executive Officer and the Board, have general management and control of the day-to-day business operations of the Company.  The President shall put into operation the business policies of the Company as determined by the Chief Executive Officer and the Board and as communicated to him by such officer and bodies.  In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, the President shall perform the duties and exercise the powers of the Chairman of the Board.
 
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
Page 5
 
 
Section 9.  Vice Presidents .  The Vice Presidents, in the order designated by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors or the President may, from time to time, prescribe.
 
Section 10.  Secretary .  The Secretary shall attend all meetings of the shareholders of the Corporation and of the Board of Directors, and shall record all of the proceedings of such meetings in minute books kept for that purpose.  He shall keep in safe custody the corporate seal of the Corporation, and is authorized to affix the same to all instruments requiring the Corporation's seal.  He shall have charge of the corporate records, and, except to the extent authority may be conferred upon any transfer agent or registrar duly appointed by the Board of Directors, he shall maintain the Corporation's books and stock ledgers, and such other books, records and papers as the Board of Directors may, from time to time, entrust to him.  He shall give or cause to be given proper notice of all meetings of shareholders and Directors, as required by law and the By-laws, and shall, with the President, or a Vice President, sign the stock certificates of the Corporation, and shall perform such other duties as may, from time to time, be prescribed by the Board of Directors or the President.
 
Section 11.  Assistant Secretary .  Each Assistant Secretary shall assist the Secretary in the performance of his duties, and may at any time, perform any of the duties of the Secretary; in case of the death, resignation, absence, or disability of the Secretary, the duties of the Secretary shall be performed by an Assistant Secretary, and each Assistant Secretary shall have such other powers and perform such other duties as, from time to time, may be assigned to him by the Board of Directors.
 
Section 12.  Treasurer .  The Treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.  He shall deposit the funds of the Corporation in such depositories as may be designated by the Board of Directors.  He shall disburse the funds of the Corporation, as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the Corporation.
 
ARTICLE VII - RESIGNATIONS
 
Any Director or officer may resign his office at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some time be fixed in the resignation, and then from that time.  The acceptance of a resignation shall not be required to make it effective.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
Page 6
 
 
ARTICLE VIII - CERTIFICATES OF STOCK AND TRANSFERS
 
Section 1.  Form and Execution of Certificates .  Each shareholder of the Corporation, whose stock has been paid for in full, shall be entitled to have a certificate or certificates certifying the number of shares of stock of the Corporation owned by him.  The certificates of stock shall be numbered and registered as they are issued.  They shall exhibit the holder's name and the number of shares, and shall be signed by the Chairman of the Board, the Chief Executive Officer, the President or the Vice President, and the Secretary or the Assistant Secretary, and have affixed to them the seal of the Corporation.
 
Section 2.  Restricted Stock .  The Corporation shall, at all times, have the authority and discretion to place a restrictive legend on those shares of stock which may not be transferred pursuant to the various federal, state and local securities laws, rules and regulations.
 
Section 3.  Transfer of Stock .  Shares of nonrestricted stock may be transferred by endorsement thereon of the signature of the proprietor, his agent, attorney or legal representative, and such guaranties as may be required by the Transfer Agent and Registrar, and the delivery of the certificate; but such transfer shall not be valid against the Corporation until the same is so entered on the books of the Corporation and the old certificate is surrendered for cancellation.
 
Section 4.  Registered Shareholders .  The Corporation shall be entitled to treat the registered holder of any share or shares of stock, whose name appears on its books as the owner or holder thereof, as the absolute owner of all legal and equitable interest therein, for all purposes and (except as may be otherwise provided by law) shall not be bound to recognize any equitable or other claim to or interest in such shares of stock on the part of any other person, regardless of whether or not it shall have actual or implied notice of such claim or interest.
 
Section 5. Closing of Stock Transfer Books - Fixing Record Date .  The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change, conversion, or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date of the payment of any dividend, or the date for the allotment of rights, or the date when any change, conversion, or exchange of capital stock shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such shareholders, and only such shareholders who are shareholders of record on the date so fixed, shall be entitled to notice of, and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.  If the Board of Directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting, except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
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Section 6.  Lost Certificates .  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed and the Board may adopt and approve a Comprehensive Bond offered by the Transfer Agent and Registrar.  When authorizing such issue of a new certificate or certificates, the Board of Directors or the Transfer Agent and Registrant may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his legal representative, to advertise the same in such manner as it shall require, and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
 
ARTICLE IX - DEALINGS WITH COMPANIES IN
WHICH DIRECTORS MAY HAVE AN INTEREST
 
Inasmuch as the Directors of this Corporation are or may be persons of diversified business interests, and are likely to be connected with other corporations with which from time to time this Corporation may have business dealings, no contract or other transaction between this Corporation and any other corporation shall be affected by the fact that Directors of this Corporation are interested in, or are directors or officers of such other corporation.
 
ARTICLE X - MISCELLANEOUS PROVISIONS
 
Section 1.  Fiscal Year .  The fiscal year of the Corporation shall be determined by the Board of Directors.
 
Section 2.  Inspection of Books .  The Directors shall determine, from time to time, whether, and if allowed, when and under what conditions and regulations, the accounts and books of the Corporation (except such as may by statute be specifically open to inspection) or any of them, shall be open to inspection of the shareholders, and shareholders' rights, in this respect, are and shall be restricted and limited accordingly.
 
Section 3.  Checks and Notes .  All checks and drafts on the Corporation's bank accounts, and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers, or agent or agents, as shall be thereunto duly authorized, from time to time, by the Board of Directors; provided, that checks drawn on the Corporation's payroll, dividend and special accounts, may bear the facsimile signatures, affixed thereto by a mechanical devise, of such officers or agents as the Board of Directors may authorize.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
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Section 4.  Dividends .  The Board of Directors shall declare such dividends, as they in their discretion see fit, whenever the condition of the Corporation, in their opinion, shall warrant the same.  The Board may declare dividends in cash, in property or in capital stock.
 
Section 5.  Notices .  Whenever, under the provisions of these By-laws, notice is required to be given to any Director, officer or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in the post office or letter box, in a postage paid sealed wrapper addressed to such shareholder, officer or Director at such address as appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed.
 
ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
AGAINST LIABILITIES AND EXPENSE IN ACTIONS
 
Section 1.  Indemnification with Respect to Third Party Actions .  The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines, taxes and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.
 
Section 2.  Indemnification with Respect to Actions by or in the Right of the Corporation .  This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation, except that no indemnification shall be made in respect of any claim, issue or matter if such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  Any indemnification under this Article XI (unless ordered by a court) shall be made by this Corporation only as authorized in the specific instance upon a determination that indemnification of the director, officer, employee, partner, trustee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article XI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.  To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article XI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees), actually and reasonably incurred by him, in connection with the action, suit, or proceeding.
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
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Section 3.  Payment of Expenses in Advance of Disposition of Action .  Expenses incurred in defending any actual or threatened civil or criminal action, suit, or proceeding may be paid by this Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific instance upon receipt of an undertaking by or on behalf of the director, officer, employee, partner, trustee or agent to repay such amount, unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article XI.
 
Section 4.  Indemnification Provided in this Article Non-Exclusive .  The indemnification provided in this Article XI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-law, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in his official capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, partner, trustee or agent and shall inure to the benefit of the heirs, executors and administrator of such a person.
 
Section 5.  Definition of "Corporation" .  For the purposes of this Article XI, references to this "Corporation" include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee, partner, trustee or agent of such a constituent corporation as a director, officer, employee, partner, trustee or agent of another enterprise shall stand in the same position under the provision of this Article XI with respect to the resulting surviving corporation in the same capacity.
 
Section 6.  Saving Clause .  In the event any provision of this Article XI shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provisions of this Article XI and any other provisions of this Article XI shall be construed as if such invalid provisions had not been contained in this Article XI.
 
ARTICLE XII - AMENDMENTS
 
Subject to any and all restrictions imposed, or prohibitions provided by the General and Business Corporation Law of Missouri, these By-laws may be altered, amended, suspended, or repealed and new By-laws may be adopted, from time to time, by a majority vote of the Board of Directors.
 
 
 
BY-LAWS OF RAVE RESTAURANT GROUP, INC.
 
Page 10
 
 
 
 
 
Contact: Ladd   Biro, Champion Management
972.930.9933; lbiro@championmgt.com
 
 
 
 
 
AMERICA CRAVES RAVE RESTAURANT GROUP
 
Owner of Pie Five Pizza Co. and Pizza Inn poised for growth as
company looks to the future with new name
 

(DALLAS, TX) January 8, 2015 – On January 7, 2015, Pizza Inn Holdings, Inc. changed its name to become RAVE Restaurant Group, Inc.  The new name and a new “RAVE” trading symbol will be reflected on NASDAQ on Friday, January 9, 2015.  The renamed company includes Pie Five Pizza Co., the nation’s leading fast casual pizza company, and Pizza Inn, one of the nation’s first dine-in pizza chains.
 
“Our new name, RAVE Restaurant Group, is a better reflection of our transformation,” said Randy Gier, Chief Eating Officer of RAVE Restaurant Group.  “We are no longer a slow growth, single-brand restaurant company.  We have high expectations for ourselves and our brands.”
 
“We are laser focused on becoming world class restaurant operators.  In fact, the RAVE name comes from the first principle of our operating mission vision and values, ‘ to create raveable, craveable, comeback quality food for our guests . ’   ‘Restaurant Group’ reflects the multiple brands in our portfolio, today and into the future,” added Gier.
 

 

 
 
 
 
“Pie Five is leading the explosive fast casual pizza segment with solid unit level economics, impressive comparable store sales growth, and a strong pipeline of new corporate and franchise stores,” said Gier.  “We are seeing continued double digit comp store sales performance, the expansion of company markets, and the signing of new franchise partners. The total number of new franchise and company-owned stores anticipated over the next 5 to 6 years is now over 400 restaurants.”
 
“We are equally pleased with the performance of our Pizza Inn brand.  A brand which has struggled to grow in recent years has now recorded three consecutive quarters of comparable sales growth, and is continuing those trends into 2015,” added Gier.  “We have developed a strong partnership with our franchise leadership, and are systematically addressing our barriers to growth.  This started with fixing some fundamental quality issues and is extending into aligned Marketing initiatives, improved operating standards, and the development of tools and training for our restaurant managers and crew that will allow them to run world class restaurants across the system.”
 
“The stabilization, and now positive growth, of the Pizza Inn brand is critical to us,” said Tim Mullany, CFO.  “It is not only our flagship brand and an important source of cash flow, but we have a commitment to our franchise partners, many of whom have made Pizza Inn their family business.  Most importantly, we’re building a team of highly talented restaurant professionals and an infrastructure to support growth and consistent performance.”
 
Pie Five Pizza Co. is considered a pioneer of the fast casual pizza category and has twice been named among Fast Casual’s Top 15 “Movers & Shakers” (2013/2014).  Pie Five has also been recognized as a 2012 Hot Concepts winner by Nation’s Restaurant News and one of “10 Hot New Restaurant Chains from Established Brands” by Forbes.com. Pie Five currently has 31 locations in nine states (Florida, Kansas, Maryland, Missouri, North Carolina, Tennessee, Texas, Utah and Virginia) with more than 400 company-owned and franchise units anticipated in 16 states and Washington, DC.
 
 
 

 
 
 
 
 
Pie Five lets pizza lovers customize every aspect of their pizza.  They can choose their favorite crust – artisan thin, classic pan, whole grain Neapolitan or gluten free thin – and then top it with their choice of seven sauces, four cheeses, eight meats and 16 veggies.   Best of all, there’s no penalty for piling on…there’s more than a million combinations of handcrafted personal pizzas to choose from, all at the same low price.
 
Pizza Inn was founded in 1958 near Southern Methodist University in Dallas.  As word spread of Pizza Inn’s exceptional food and friendly service, so did the popularity and number of new restaurants.  For the next 30 years, Pizza Inn was a mainstay all across the southeastern and southwestern U.S.  Today the brand operates more than 250 restaurants domestically and internationally with several new stores scheduled to open in the next year.
 
 
Note Regarding Forward Looking Statements
 
Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions.  Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, regulatory framework and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Rave Restaurant Group.  Although the assumptions underlying these forward-looking statements are believed to be reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements will prove to be accurate.  In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not be regarded as a representation that the objectives and plans of Rave Restaurant Group will be achieved.
 
 
ABOUT RAVE RESTAURANT GROUP
 
Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] owns, franchises and supplies nearly 300 Pie Five and Pizza Inn restaurants operating domestically and internationally.  Pie Five is the leading brand in the rapidly growing fast-casual pizza space, offering individual handcrafted pizzas with fresh ingredients made to order in less than five minutes. Pizza Inn is an international chain featuring freshly made traditional and specialty pizzas, salads, pastas, sandwiches and desserts.  For more information, please visit www.raverestaurantgroup.com .
 
# # #
 
 
 
 
 
 
 



RAVE RESTAURANT GROUP ANNOUNCES
PRELIMINARY RESULTS FOR SECOND QUARTER OF
FISCAL YEAR 2015

Company to present at the 17 th Annual ICR XChange Investor Conference
 on January 12, 2015

(DALLAS, Texas) January 8, 2015 – Rave Restaurant Group, Inc. (NASDAQ:RAVE) today announced preliminary results for the second quarter of fiscal 2015 ended December 28, 2014 and attendance at the 17th Annual ICR XChange Investor Conference on January 12, 2015.
 
Preliminary Second Quarter Highlights:
 
·
Pizza Inn domestic comparable store sales increased 6.4% from the same period of the prior year.
 
·
Pie Five comparable store sales increased 16.9% from the same period of the prior year.
 
·
Pie Five system-wide total retail sales increased 118%, and average weekly sales increased 31%, from the same period of the prior year.
 
Pizza Inn domestic comparable store sales increased 6.4% from the same period in the prior year.  Pizza Inn franchisees opened three new restaurants for the quarter while closing two restaurants, ending the fiscal quarter at 252 total Pizza Inn Company-owned and franchised restaurants world-wide
 
 

 
 
 
 
 
For Pie Five, system-wide retail sales, which includes franchise and Company-owned restaurants, increased 118% when compared to the same period in the prior year driven by an 64% increase in average units open and a 31% increase in the system-wide average weekly sales.  Comparable store sales, which in the second fiscal quarter of 2015 represented only Company-owned restaurants, increased 16.9%.  The increase in average weekly sales was due to both the strong sales increase in existing Company-owned restaurants and the higher than average sales levels of new franchised and Company-owned restaurants.  Six new franchised restaurants and one new Company-owned restaurant opened in the second quarter fiscal 2015, bringing the fiscal quarter-end restaurant count to 31 Pie Five restaurants.
 
During the second quarter of fiscal 2015, the Company signed four new franchise development agreements to develop up to 100 Pie Five restaurants.  The Company currently has Pie Five franchise restaurant development commitments for a total of up to 329 restaurants.  The Company continues expect to end the 2015 fiscal year with 60 to 70 total restaurants open in the Pie Five system, which includes an estimated 22 to 25 total Company-owned restaurants.
 
Upcoming Investor Conference
 
The Company will present at the 17th Annual ICR XChange Investor Conference on January 12, 2015 in Orlando, FL.  The presentation will begin at 8:30 AM Eastern Time and will be webcast live at http://wsw.com/webcast/icr/rave and archived on the Company’s website. To access the presentation, please visit www.raverestaurantgroup.com under the "Investors" section or directly through ICR XChange website at www.icrxchange.com.
 
Note Regarding Forward Looking Statements
 
Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions.  Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, regulatory framework and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Rave Restaurant Group.  Although the assumptions underlying these forward-looking statements are believed to be reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements will prove to be accurate.  In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not be regarded as a representation that the objectives and plans of Rave Restaurant Group will be achieved.
 
 
 
 
 
 
ABOUT RAVE RESTAURANT GROUP
 
Dallas-based RAVE Restaurant Group [NASDAQ: RAVE] owns, franchises and supplies nearly 300 Pie Five and Pizza Inn restaurants operating domestically and internationally.  Pie Five is the leading brand in the rapidly growing fast-casual pizza space, offering individual handcrafted pizzas with fresh ingredients made to order in less than five minutes. Pizza Inn is an international chain featuring freshly made traditional and specialty pizzas, salads, pastas, sandwiches and desserts.  For more information, please visit www.raverestaurantgroup.com .
 

Contact:
Investor Relations
Rave Restaurant Group, Inc.
469-384-5000
 
###