BAGL / Einstein Noah Restaurant Group Inc - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

BAGL / Einstein Noah Restaurant Group Inc 15-12B - - FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33515 EINSTEIN NOAH RESTAURANT GROUP, INC. (Exact name of re

BAGL / Einstein Noah Restaurant Group Inc POS AM - - POS AM

POS AM 1 d816535dposam.htm POS AM As Filed with the Securities and Exchange Commission on November 6, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-187621 UNDER THE SECURITIES ACT OF 1933 EINSTEIN NOAH RESTAURANT GROUP, INC. (Exact name of Registrant as specified in its ch

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS 1 d817770ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195994 FORM S-8 REGISTRATION STATEMENT NO. 333-173971 FORM S- 8 REGISTRATION STATEMENT NO. 333-156663 FORM S-8 REGISTRATION

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS 1 d816527ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST–EFFECTIVE AMENDMENT NO. 2 TO FORM S–8 REGISTRATION STATEMENT NO. 333-161512 UNDER THE SECURITIES ACT OF 1933 Einstein Noah Restaurant Group, Inc. (Exact name of Registrant as Specified in its

BAGL / Einstein Noah Restaurant Group Inc / GreenLight Capital Inc Activist Investment

SC 13D/A 1 a6577413da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* EINSTEIN NOAH RESTAURANT GROUP, INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No.

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS 1 d817770ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195994 FORM S-8 REGISTRATION STATEMENT NO. 333-173971 FORM S- 8 REGISTRATION STATEMENT NO. 333-156663 FORM S-8 REGISTRATION

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS 1 d817770ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195994 FORM S-8 REGISTRATION STATEMENT NO. 333-173971 FORM S- 8 REGISTRATION STATEMENT NO. 333-156663 FORM S-8 REGISTRATION

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS 1 d817770ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195994 FORM S-8 REGISTRATION STATEMENT NO. 333-173971 FORM S- 8 REGISTRATION STATEMENT NO. 333-156663 FORM S-8 REGISTRATION

BAGL / Einstein Noah Restaurant Group Inc S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 6, 2014 Registration No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d817805d8k.htm 8-K 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): November 5, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jur

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EINSTEIN NOAH RESTAURANT GROUP, INC.

EX-3.1 2 d817694dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EINSTEIN NOAH RESTAURANT GROUP, INC. FIRST: The name of the Corporation is Einstein Noah Restaurant Group, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of W

BAGL / Einstein Noah Restaurant Group Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 d817741dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Einstein Noah Restaurant Group, Inc. (Name of Subject Company) Einstein Noah Restaurant Group, Inc. (Name of Person(s) Filing Statement) C

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K 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): November 5, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incorpor

FIFTH AMENDED AND RESTATED BY-LAWS EINSTEIN NOAH RESTAURANT GROUP, INC. A Delaware Corporation Effective November 5th, 2014 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF

EX-3.2 Exhibit 3.2 FIFTH AMENDED AND RESTATED BY-LAWS OF EINSTEIN NOAH RESTAURANT GROUP, INC. A Delaware Corporation Effective November 5th, 2014 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2 Section 2.1 Place of Meetings 2 Section 2.2 Annual Meetings 2 Section 2.3 Special Meetings 2 Section 2.4 Notice 3

5 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

EX-10.3 Exhibit 10.3 September 7, 2014 Frank Paci 510 Tullamore Way Milton, Georgia 30004 Dear Frank: This letter agreement (the ?Agreement?) between Frank Paci (the ?Executive?) and Einstein Noah Restaurant Group, Inc. and its successors and assigns (the ?Company?) is entered into effective contemporaneously with Executive?s start date of employment with the Company as set forth above (the ?Effec

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Performance Stock Unit Award Agreement

EX-10.8 Exhibit 10.8 Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Performance Stock Unit Award Agreement You have been selected by the Compensation Committee of the Board of Directors of Einstein Noah Restaurant Group Inc., a Delaware corporation (the ?Company?) to receive a grant of Performance Stock Units (?PSUs?) pursuant to the Einstein Noah Restaurant Group Inc. 2011 Omnibu

BAGL FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT NO. 3

EX-10.10 Exhibit 10.10 AMENDMENT NO. 3 This Amendment No. 3, dated as of September 29, 2014 (this ?Amendment?), is among EINSTEIN NOAH RESTAURANT GROUP, INC., a Delaware corporation (the ?Borrower?), each other Loan Party (as defined in the Credit Agreement referred to below) party hereto, each lender party hereto (collectively, the ?Required Lenders? and individually, a ?Required Lender?) and BAN

BAGL / Einstein Noah Restaurant Group Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 d809076dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Einstein Noah Restaurant Group, Inc. (Name of Subject Company) Einstein Noah Restaurant Group, Inc. (Name of Person(s) Filing Statement) C

JOINT FILING AGREEMENT

EX-99.1 2 d803103dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but

BAGL / Einstein Noah Restaurant Group Inc / Jab Beech Inc. - SC 13D Activist Investment

SC 13D 1 d803103dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Einstein Noah Restaurant Group, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 28257U104 (CUSIP Number) Joachim Creus

BAGL / Einstein Noah Restaurant Group Inc SC 14D9 - - SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Request for Taxpayer Identification Number and Certification

EX-99.(A)(1)(F) 7 d800328dex99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Business name/disregarded entity name, i

Letter to Clients with respect to Offer to Purchase All Outstanding Shares of Common Stock Einstein Noah Restaurant Group, Inc. $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 Spruce Merger Sub Inc., an indirect

EX-99.(a)(1)(E) Exhibit (a)(1)(E) Letter to Clients with respect to Offer to Purchase All Outstanding Shares of Common Stock of Einstein Noah Restaurant Group, Inc. At $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 by Spruce Merger Sub Inc., an indirect wholly-owned subsidiary of JAB Beech Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, N

August 25, 2014

EX-99.E.29 Exhibit (e)(29) August 25, 2014 Mr. Frank G. Paci 510 Tullamore Way Milton, Georgia 30004 RE: Offer of Employment – President and Chief Executive Officer Dear Frank, I am pleased to confirm our offer of employment for you to join Einstein Noah Restaurant Group, Inc. as President and Chief Executive Officer and Executive Board Member. We’ve built an outstanding team at Einstein Noah, and

Bob Gowdy

EX-99.E.28 11 d800540dex99e28.htm EX-99.E.28 Exhibit (e)(28) Bob Gowdy 3111 South Race Street Englewood, CO 80113 Dear Bob As you know, you (the “Executive”) and Einstein Noah Restaurant Group, Inc. (the “Company”) entered into a Change in Control Letter Agreement dated May 3, 2012 (the “Change in Control Agreement”). By this letter, we are mutually agreeing to amend and restate numbered paragraph

Letter to Brokers and Dealers with respect to Offer to Purchase All Outstanding Shares of Common Stock Einstein Noah Restaurant Group, Inc. $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 Spruce Merger Sub Inc.,

EX-99.(A)(1)(D) 5 d800328dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Letter to Brokers and Dealers with respect to Offer to Purchase All Outstanding Shares of Common Stock of Einstein Noah Restaurant Group, Inc. at $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 by Spruce Merger Sub Inc., an indirect wholly-owned subsidiary of JAB Beech Inc. THE OFFER AND

Offer to Purchase All Outstanding Shares of Common Stock Einstein Noah Restaurant Group, Inc. $20.25 Per Share, Net in Cash Spruce Merger Sub Inc., An indirect wholly-owned subsidiary of JAB Beech Inc.

EX-99.(A)(1)(A) 2 d800328dex99a1a.htm EX-99.(A)(1)(A) Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of Einstein Noah Restaurant Group, Inc. at $20.25 Per Share, Net in Cash by Spruce Merger Sub Inc., An indirect wholly-owned subsidiary of JAB Beech Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TUESDAY, NOVEMBER 4,

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock Einstein Noah Restaurant Group, Inc. $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 Spruc

EX-99.(a)(1)(B) Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock of Einstein Noah Restaurant Group, Inc. at $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 by Spruce Merger Sub Inc. an indirect wholly-owned subsidiary of JAB Beech Inc. THE OFFER AND WITHDRAWAL RIGHTS WIL

Rhonda J Parish

EX-99.E.25 Exhibit (e)(25) Rhonda J Parish 935 10th Street Boulder, CO 80302 Dear Rhonda As you know, you (the “Executive”) and Einstein Noah Restaurant Group, Inc. (the “Company”) entered into a Change in Control Letter Agreement dated April 30, 2013 (the “Change in Control Agreement”). By this letter, we are mutually agreeing to amend and restate numbered paragraph 2 of the Change in Control Agr

2

EX-99.E.22 Exhibit (e)(22) April 27, 2012 Mr. Bob Gowdy 3111 S. Race Street Englewood, CO 80113 Dear Bob: This letter agreement (the “Agreement”) is entered into effective as of May 3, 2012 (the “Effective Date”) between Bob Gowdy (the “Executive”) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the “Company”). The Board of Directors of the Company (the “Bo

October 6, 2014

EX-99.A.2.E Exhibit (a)(2)(E) October 6, 2014 Dear Fellow Stockholders: We are pleased to inform you that Einstein Noah Restaurant Group, Inc. (the “Company” or “Einstein Noah”), JAB Beech Inc., a Delaware corporation (“JAB”), and Spruce Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of JAB (“Purchaser”), have entered into a definitive merger agreement that provide

Notice of Offer to Purchase All Outstanding Shares of Common Stock Einstein Noah Restaurant Group, Inc. $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 Spruce Merger Sub Inc., an indirect wholly-owned subsidiary

EX-99.(A)(1)(G) 8 d800328dex99a1g.htm EX-99.(A)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase, dated October 6, 2014, and the related Letter of Transmittal, and any amendments or supplements to such Offer to Purchase or Letter o

5 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

EX-99.E.21 Exhibit (e)(21) April 30, 2013 Mr. Mike K. Ellis, 9565 Yellow Fitch Court, Brentwood, TN 37027 Dear Mike: This letter agreement (the “Agreement”) is entered into effective as of Board approval on April 30, 2013 (the “Effective Date”) between Mike Ellis (the “Executive”) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the “Company”). The Board of

Michael E Ellis

EX-99.E.27 Exhibit (e)(27) Michael E Ellis 9565 Yellow Finch Court Brentwood, TN 37027 Dear Mike As you know, you (the “Executive”) and Einstein Noah Restaurant Group, Inc. (the “Company”) entered into a Change in Control Letter Agreement dated April 30, 2013 (the “Change in Control Agreement”). By this letter, we are mutually agreeing to amend and restate numbered paragraph 2 of the Change in Con

Donald Glenn Lunde

EX-99.E.26 Exhibit (e)(26) Donald Glenn Lunde 68 Glenmoor Drive Englewood, CO 80113 Dear Glenn As you know, you (the “Executive”) and Einstein Noah Restaurant Group, Inc. (the “Company”) entered into a Change in Control Letter Agreement dated June 30, 2014 (the “Change in Control Agreement”). By this letter, we are mutually agreeing to amend and restate numbered paragraph 2 of the Change in Contro

Jab Beech Inc. SC TO-T - - SCHEDULE TO

SC TO-T 1 d800328dsctot.htm SCHEDULE TO As filed with the Securities and Exchange Commission on October 6, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Einstein Noah Restaurant Group, Inc. (Name of Subject Company (Issuer)) Agnaten SE JAB Holding Company s.à

John Coletta

EX-99.E.24 Exhibit (e)(24) John Coletta 4937 Valkyrie Drive Boulder, CO 80301 Dear John As you know, you (the “Executive”) and Einstein Noah Restaurant Group, Inc. (the “Company”) entered into a Change in Control Letter Agreement dated February 24, 2014 (the “Change in Control Agreement”). By this letter, we are mutually agreeing to amend and restate numbered paragraph 2 of the Change in Control A

SUPPORT AGREEMENT

Exhibit (d)(2) SUPPORT AGREEMENT SUPPORT AGREEMENT (this “Agreement”), dated as of September 29, 2014, is by and among JAB Beech Inc.

Frank G Paci

EX-99.E.23 Exhibit (e)(23) Frank G Paci 510 Tullamore Way Milton, Georgia 30004 Dear Frank As you know, you (the “Executive”) and Einstein Noah Restaurant Group, Inc. (the “Company”) entered into a Change in Control Letter Agreement effective September 15, 2014 (the “Change in Control Agreement”). By this letter, we are mutually agreeing to amend and restate numbered paragraph 2 of the Change in C

Notice of Guaranteed Delivery Offer to Purchase All Outstanding Shares of Common Stock Einstein Noah Restaurant Group, Inc. $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 Spruce Merger Sub Inc., an indirect who

EX-99.(A)(1)(C) 4 d800328dex99a1c.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Einstein Noah Restaurant Group, Inc. at $20.25 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated October 6, 2014 by Spruce Merger Sub Inc., an indirect wholly-owned subsidiary of JAB Beech Inc. THE OFFER AND WITHDRAWAL R

7 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

EX-99.E.17 Exhibit (e)(17) September 7, 2014 Frank Paci 510 Tullamore Way Milton, Georgia 30004 Dear Frank: This letter agreement (the “Agreement” or the “Change in Control Agreement”) between Frank Paci (the “Executive”) and Einstein Noah Restaurant Group, Inc. and its successors and assigns (the “Company”) is entered into effective contemporaneously with Executive’s start date of employment with

CONFIDENTIALITY AGREEMENT

EX-99.(d)(3) Exhibit (d)(3) September 18, 2014 Private and Confidential JAB Beech Inc. 2200 Pennsylvania Ave. NW Washington, D.C. 20052 Attn: Joachim Creus CONFIDENTIALITY AGREEMENT Dear Mr. Creus: 1. In connection with JAB Beech Inc.’s (“your”) consideration of a possible business combination or asset acquisition (the “Possible Transaction”) involving Einstein Noah Restaurant Group, Inc. (the “Co

AGREEMENT AND PLAN OF MERGER By and Among EINSTEIN NOAH RESTAURANT GROUP, INC., JAB BEECH INC. SPRUCE MERGER SUB INC. Dated as of September 29, 2014 TABLE OF CONTENTS Page ARTICLE I THE OFFER AND THE MERGER; CLOSING; EFFECTIVE TIME Section 1.1 The Of

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among EINSTEIN NOAH RESTAURANT GROUP, INC., JAB BEECH INC. and SPRUCE MERGER SUB INC. Dated as of September 29, 2014 TABLE OF CONTENTS Page ARTICLE I THE OFFER AND THE MERGER; CLOSING; EFFECTIVE TIME Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Company Directors 5 Section 1.4 The Merger 5 Section 1.5 Closing 6 Section 1.6

Jab Beech Inc. SC TO-C - - SCHEDULE TO-C

Schedule TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Einstein Noah Restaurant Group, Inc. (Name of Subject Company (issuer)) JAB Beech Inc. Spruce Merger Sub Inc. (Names of Filing Persons (offerors)) Common Stock, par value $0.001 per share (T

BAGL / Einstein Noah Restaurant Group Inc / GreenLight Capital Inc Activist Investment

SC 13D/A 1 a64562-greenlight13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* EINSTEIN NOAH RESTAURANT GROUP, INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share

Einstein Noah Restaurant Group Enters Agreement to be Acquired by JAB Holding Company for $20.25 Per Share in Cash Transaction Valued at Approximately $374 Million

EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group Enters Agreement to be Acquired by JAB Holding Company for $20.25 Per Share in Cash Transaction Valued at Approximately $374 Million LAKEWOOD, CO – September 29, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ:BAGL), a leader in the fast-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bage

BAGL / Einstein Noah Restaurant Group Inc SC14D9C - - SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Einstein Noah Restaurant Group, Inc. (Name of Subject Company) Einstein Noah Restaurant Group, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securiti

SUPPORT AGREEMENT

Exhibit 99.1 SUPPORT AGREEMENT SUPPORT AGREEMENT (this “Agreement”), dated as of September 29, 2014, is by and among JAB Beech Inc., a Delaware corporation (“Parent”), Spruce Merger Sub Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Purchaser”), Greenlight Capital, LP, a Delaware limited partnership (“GCLP”), of which Greenlight Capital, LLC, a Delaware limited l

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d797411d8k.htm 8-K 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): September 29, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other j

Einstein Noah Restaurant Group Appoints Frank G. Paci as President and Chief Executive Officer

EX-99.1 2 d784836dex991.htm EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group Appoints Frank G. Paci as President and Chief Executive Officer LAKEWOOD, CO – September 8, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the fast-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today a

Current Report

8-K 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): September 7, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or othe

BAGL 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

Form 8-K 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): July 31, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or oth

Einstein Noah Restaurant Group Reports Second Quarter 2014 Financial Results

EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group Reports Second Quarter 2014 Financial Results LAKEWOOD, Colo. – July 31, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today reported financial results for the second quart

AMENDMENT NO. 2 AND REAFFIRMATION OF COLLATERAL DOCUMENTS

EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 AND REAFFIRMATION OF COLLATERAL DOCUMENTS This Amendment No. 2 and Reaffirmation of Collateral Documents dated as of July 3, 2014 (this “Amendment”) is entered into among Einstein Noah Restaurant Group, Inc., a Delaware corporation (the “Borrower”), each other Loan Party (as defined in the Credit Agreement referred to below) party hereto, each Lender (as define

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): July 3, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

Current Report

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 3, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jurisdi

Current Report

8-K 1 d735761d8k.htm FORM 8-K 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): May 28, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3

Einstein Noah Restaurant Group Announces Resignation of Manny Hilario

EX-99.1 2 d735761dex991.htm EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group Announces Resignation of Manny Hilario LAKEWOOD, Colo. – May 28, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ:BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, announced today that Chief Operati

- S-8

S-8 As filed with the Securities and Exchange Commission on May 15, 2014 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EINSTEIN NOAH RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 13-3690261 (State or other jurisdiction of incorporation or organization) (IR

CONSULTING AGREEMENT

EX-10.4 Exhibit 10.4 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is entered into as of March 18, 2014 (the “Effective Date”), by and between Einstein Noah Restaurant Group, Inc., a Delaware corporation (the “Company”), and Michael Arthur (the “Consultant”). AGREEMENT 1. Retention as Independent Consultant. The Company hereby retains Consultant as an independent advisor (but do

5 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

EX-10.3 Exhibit 10.3 June 30, 2013 Mr. Glenn Lunde 4923 Hampton Road La Canada, CA 91011 Dear Glenn: This letter agreement (the ?Agreement?) is entered into effective June 30, 2013 (the ?Effective Date?) between Glenn Lunde (the ?Executive?) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the ?Company?). The Board of Directors of the Company (the ?Board?) r

BAGL 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

8-K 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): April 29, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other j

Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

EX-10.5 Exhibit 10.5 Dear : This letter agreement (the ?Agreement?) is entered into effective as of the date shown above (the ?Effective Date?) between (the ?Executive?) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the ?Company?). The Board of Directors of the Company (the ?Board?) recognizes the importance of continuity of management during and followin

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Stock Option Agreement

EX-10.6 Exhibit 10.6 Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Stock Option Agreement You have been selected by the Compensation Committee of the Board of Directors of Einstein Noah Restaurant Group Inc., a Delaware corporation (the ?Company?) to receive a grant of Stock Options (?Options?) pursuant to the Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan (the ?

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement

EX-10.8 Exhibit 10.8 Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement You have been selected by the Compensation Committee of the Board of Directors of Einstein Noah Restaurant Group Inc., a Delaware corporation (the “Company”) to receive a grant of Restricted Stock Units (“RSUs”) pursuant to the Einstein Noah Restaurant Group Inc. 2011 Omnibus

April 16, 2013

EX-10.2 Exhibit 10.2 April 16, 2013 Glenn Lunde 4923 Hampton road LA CANADA, CA 91011 Glenn, I am delighted to offer you employment with Einstein Noah Restaurant Group, Inc. in the role of Chief Concept Officer reporting to me. We?ve built a great team, a great business and with the addition of you I am confident in our future success. We are prepared to offer you: ? A base salary of $340,000 ? Ta

Einstein Noah Restaurant Group Announces $20 Million Share Repurchase Program

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Announces $20 Million Share Repurchase Program LAKEWOOD, Colo. – May 2, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today announced that its Board

Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement

EX-10.7 Exhibit 10.7 Einstein Noah Restaurant Group Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Award Agreement You have been selected by the Compensation Committee of the Board of Directors of Einstein Noah Restaurant Group Inc., a Delaware corporation (the ?Company?) to receive a grant of Restricted Stock Units (?RSUs?) pursuant to the Einstein Noah Restaurant Group Inc. 2011 Omnibus

Current Report

8-K 1 d716108d8k.htm 8-K 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): May 1, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261

Einstein Noah Restaurant Group Reports First Quarter 2014 Financial Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports First Quarter 2014 Financial Results LAKEWOOD, Colo. – May 1, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today reported financial results

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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): March 19, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incor

- DEF 14A

DEF 14A 1 d689083ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 d698728d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3

- 8-K

8-K 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): February 27, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or othe

Einstein Noah Restaurant Group Reports Fourth Quarter and Fiscal Year 2013 Financial Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Fourth Quarter and Fiscal Year 2013 Financial Results LAKEWOOD, Colo. – February 27, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today repo

Einstein Noah Restaurant Group Appoints Director Michael Arthur as Interim Chief Executive Officer and President Company Accepts Resignation from Jeff O’Neill Company Issues Preliminary Fourth Quarter and Fiscal Year 2013 Results

EX-99.1 3 d680676dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Appoints Director Michael Arthur as Interim Chief Executive Officer and President Company Accepts Resignation from Jeff O’Neill Company Issues Preliminary Fourth Quarter and Fiscal Year 2013 Results LAKEWOOD, Colo., February 24, 2014 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader

Vesting of Stock Options and Restricted Stock Units (RSUs)

EX-10.1 Exhibit 10.1 Vesting of Stock Options and Restricted Stock Units (RSUs) As a modification of the terms of his prior award agreements, all Company stock options and Restricted Stock Units (RSUs) previously awarded to Jeffrey J. O’Neill which have not yet vested as of February 24, 2014 shall not expire upon separation of employment from the Company and shall be deemed vested upon the expirat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K 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): February 24, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incorpo

BAGL / Einstein Noah Restaurant Group Inc / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Einstein Noah Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28257U104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Einstein Noah Restaurant Group Announces Quarterly Dividend of $0.13 Per Share

Exhibit 99.1 Einstein Noah Restaurant Group Announces Quarterly Dividend of $0.13 Per Share LAKEWOOD, Colo.-(BUSINESS WIRE)-January 23, 2014-Einstein Noah Restaurant Group, Inc. (NASDAQ:BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah's New York Bagels®, and Manhattan Bagel® brands, announced that its Board of Directors has dec

Current Report

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 22, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

Current Report

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 14, 2014 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

EX-99.1

Exhibit 99.1

Financial Statements and Exhibits, Other Events

Form 8-K 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): November 18, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of in

BAGL / Einstein Noah Restaurant Group Inc / GREENLIGHT CAPITAL LLC - AMENDMENT NO.15 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* EINSTEIN NOAH RESTAURANT GROUP, INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 28257U

2,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 12, 2013

EX-1.1 Exhibit 1.1 2,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 12, 2013 November 12, 2013 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholders of Einstein Noah Restaurant Group, Inc., a Delaware corporation (the “Company”) named in Schedu

2,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 12, 2013

2,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 12, 2013 November 12, 2013 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholders of Einstein Noah Restaurant Group, Inc., a Delaware corporation (the “Company”) named in Schedule I hereto (each a

2,500,000 Shares Einstein Noah Restaurant Group, Inc. Common Stock

424B7 Table of Contents Filed pursuant to Rule 424(b)(7) File No. 333-187621 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 16, 2013) 2,500,000 Shares Einstein Noah Restaurant Group, Inc. Common Stock This is an offering of 2,500,000 shares of our common stock by Greenlight Capital, Inc. and its affiliates (“Greenlight” or the “selling shareholder”). See “Selling Shareholders.” We will not recei

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): November 13, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of in

Einstein Noah Restaurant Group, Inc. Announces Pricing of a Secondary Common Stock Offering by funds and accounts managed by Greenlight Capital, Inc. and its affiliates

EX-99.1 2 d627768dex991.htm EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group, Inc. Announces Pricing of a Secondary Common Stock Offering by funds and accounts managed by Greenlight Capital, Inc. and its affiliates LAKEWOOD, Colo., November 13, 2013 — Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL) today announced the pricing of the previously announced underwritten secondary public offerin

Einstein Noah Restaurant Group, Inc. Announces Commencement of a Secondary Common Stock Offering by funds and accounts managed by Greenlight Capital, Inc. and its affiliates

EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group, Inc. Announces Commencement of a Secondary Common Stock Offering by funds and accounts managed by Greenlight Capital, Inc. and its affiliates LAKEWOOD, Colo., November 12, 2013 — Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL) today announced an underwritten secondary public offering of 2.5 million shares of its common stock by funds and acc

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): November 12, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of in

Subject to Completion Preliminary Prospectus Supplement dated November 12, 2013

424(b)(7) Table of Contents Filed pursuant to Rule 424(b)(7) File No. 333-187621 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not solic

Einstein Noah Restaurant Group Reports Third Quarter 2013 Financial Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Third Quarter 2013 Financial Results LAKEWOOD, Colo. – October 31, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today reported financial res

- FORM 8-K

Form 8-K 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): October 31, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

September 16, 2013

EX-10.01 2 d602979dex1001.htm EX-10.01 Exhibit 10.01 September 16, 2013 RE: Offer of Employment – Chief Financial Officer Dear John, I am pleased to confirm our offer of employment to join Einstein Noah Restaurant Group, Inc. as Chief Financial Officer (CFO) reporting directly to me. We are proud of the outstanding team that we’ve built and I am confident that you will be an exceptional addition.

Einstein Noah Restaurant Group Appoints John Coletta as Chief Financial Officer

EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group Appoints John Coletta as Chief Financial Officer LAKEWOOD, CO – September 25, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the fast-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today announced the appointment of John Coletta a

Current Report

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): September 25, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other j

1,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT

Exhibit 1.1 1,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT August 5, 2013 August 5, 2013 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholders of Einstein Noah Restaurant Group, Inc., a Delaware corporation (the “Company”) named in Schedule I hereto (

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): August 9, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incor

BAGL / Einstein Noah Restaurant Group Inc / GREENLIGHT CAPITAL LLC - SCHEDULE 13D/A Activist Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* EINSTEIN NOAH RESTAURANT GROUP, INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 28257U

1,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT August 5, 2013

EX-99.1 2 exhibit991.htm UNDERWRITING AGREEMENT Exhibit 99.1 1,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT August 5, 2013 August 5, 2013 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholders of Einstein Noah Restaurant Group, Inc., a Delaware corpora

1,500,000 Shares Einstein Noah Restaurant Group, Inc. Common Stock

424B7 1 d580599d424b7.htm 424B7 Table of Contents Filed pursuant to Rule 424(b)(7) File No. 333-187621 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 16, 2013) 1,500,000 Shares Einstein Noah Restaurant Group, Inc. Common Stock This is an offering of 1,500,000 shares of our common stock by Greenlight Capital, Inc. and its affiliates (“Greenlight” or the “selling shareholder”). See “Selling Shareh

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): August 6, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incor

Einstein Noah Restaurant Group, Inc. Announces Pricing of a Secondary Common Stock Offering by Greenlight Capital, Inc.

EX-99.1 2 d579727dex991.htm EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group, Inc. Announces Pricing of a Secondary Common Stock Offering by Greenlight Capital, Inc. LAKEWOOD, Colo., August 6, 2013 — Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL) today announced the pricing of the previously announced underwritten secondary public offering of 1.5 million shares of its common stock by Green

Einstein Noah Restaurant Group, Inc. Announces Commencement of a Secondary Common Stock Offering by Greenlight Capital, Inc.

EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group, Inc. Announces Commencement of a Secondary Common Stock Offering by Greenlight Capital, Inc. LAKEWOOD, Colo., August 5, 2013 — Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL) today announced an underwritten secondary public offering of 1.5 million shares of its common stock by Greenlight Capital, Inc. and its affiliates. The Company will not

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): August 5, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incor

Subject to Completion Preliminary Prospectus Supplement dated August 5, 2013

Table of Contents The information in this prospectus supplement is not complete and may be changed.

Einstein Noah Restaurant Group Reports Second Quarter 2013 Financial Results System-wide Comparable Store Sales Increase 0.7% Income from Operations Increased 22.1%

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Second Quarter 2013 Financial Results System-wide Comparable Store Sales Increase 0.7% Income from Operations Increased 22.1% LAKEWOOD, Colo. – August 1, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bag

Current Report

Form 8-K 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): August 1, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or ot

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

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): July 10, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jurisd

Einstein Noah Restaurant Group Announces Retirement of Brian Unger and Appointment of Manny Hilario to Chief Operations Officer Company Initiates Search for New Chief Financial Officer

Exhibit 99.1 Einstein Noah Restaurant Group Announces Retirement of Brian Unger and Appointment of Manny Hilario to Chief Operations Officer Company Initiates Search for New Chief Financial Officer LAKEWOOD,Colo.-(BUSINESS WIRE)-July 12, 2013-Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bage

- FORM 8-K

Form 8-K 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 13, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or oth

Einstein Noah Restaurant Group Appoints Glenn Lunde as Chief Concept Officer

EX-99.1 Exhibit 99.1 Einstein Noah Restaurant Group Appoints Glenn Lunde as Chief Concept Officer LAKEWOOD, CO – June 03, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the fast-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today announced the appointment of Glenn Lunde to the pos

- FORM 8-K

Form 8-K 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 3, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or othe

Einstein Noah Restaurant Group Reports First Quarter 2013 Financial Results Company Rolls-Out New Transaction Driving Strategy with Everyday Value Combos Reiterates Fiscal 2013 Guidelines

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports First Quarter 2013 Financial Results Company Rolls-Out New Transaction Driving Strategy with Everyday Value Combos Reiterates Fiscal 2013 Guidelines LAKEWOOD, Colo. – May 2, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the

- FORM 8-K

Form 8-K 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): May 2, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other

Current Report

FORM 8-K 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): April 29, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or ot

Einstein Noah Restaurant Group, Inc. 10,733,469 Shares of Common Stock

Prospectus Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File No.

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on March 29, 2013.

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K 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): March 4, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or oth

Einstein Noah Restaurant Group Reports Fourth Quarter and Fiscal 2012 Financial Results Seventh Consecutive Quarter of Positive System-Wide Comparable Restaurant Sales Record Revenues, Record Adjusted EBITDA, & Record Cash Flow from Operations for Fi

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Fourth Quarter and Fiscal 2012 Financial Results Seventh Consecutive Quarter of Positive System-Wide Comparable Restaurant Sales Record Revenues, Record Adjusted EBITDA, & Record Cash Flow from Operations for Fiscal 2012 LAKEWOOD, Colo. – February 28, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a lea

- FORM 8-K

FORM 8-K 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): February 28, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

Einstein Noah Restaurant Group Announces Quarterly Cash Dividend of $0.125 Per Share

Press release Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Announces Quarterly Cash Dividend of $0.125 Per Share LAKEWOOD, Colo. – January 30, 2013 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, announced tha

- FORM 8-K

Form 8-K 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 30, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

Current Report

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 16, 2013 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K 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 6, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

Einstein Noah Restaurant Group Inc. Completes Review of Strategic Alternatives Board of Directors Recapitalizes the Company & Declares a One-Time Special Dividend of $4.00 per Share

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Inc. Completes Review of Strategic Alternatives Board of Directors Recapitalizes the Company & Declares a One-Time Special Dividend of $4.00 per Share LAKEWOOD, Colo. – December 6, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating unde

Einstein Noah Restaurant Group Reports Third Quarter 2012 Financial Results Sixth Consecutive Quarter of Positive System-Wide Comparable Restaurant Sales Net Income Increases 20.4% to $3.4 million

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Third Quarter 2012 Financial Results Sixth Consecutive Quarter of Positive System-Wide Comparable Restaurant Sales Net Income Increases 20.4% to $3.4 million LAKEWOOD, Colo. – November 12, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industr

- FORM 8-K

Form 8-K 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): November 12, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

- EINSTEIN NOAH RESTAURANT GROUP, INC. 8-K

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): October 16, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

Einstein Noah Restaurant Group Inc. Provides Update on Strategic Alternatives Provides Financial Outlook for the Third Quarter of 2012

Exhibit 99.1 Einstein Noah Restaurant Group Inc. Provides Update on Strategic Alternatives Provides Financial Outlook for the Third Quarter of 2012 LAKEWOOD, Colo.-(BUSINESS WIRE)-October 16, 2012-Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah's New York Bagels®, and Manhattan Bag

- EINSTEIN NOAH RESTAURANT GROUP, INC. 8-K

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): October 16, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

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CORRESP 1 filename1.htm 4 SEPTEMBER 2012 VIA EDGAR Justin Dobbie Legal Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Einstein Noah Restaurant Group, Inc. (File No. 001-33515) Form 10-K for the Fiscal Year Ended January 3, 2012 Dear Mr. Dobbie, On behalf of Einstein Noah Restaurant Group, Inc. (the “Company”), the followi

- FORM 8-K

Form 8-K 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): August 2, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or ot

Einstein Noah Restaurant Group Reports Second Quarter 2012 Financial Results Company-owned Restaurant Sales Grew 3.0% Cost of Goods Sold Improved 210 Basis Points

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Second Quarter 2012 Financial Results Company-owned Restaurant Sales Grew 3.0% Cost of Goods Sold Improved 210 Basis Points LAKEWOOD, Colo. – August 2, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.®

- FORM 8-K

Form 8-K 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): May 3, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other

6 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

Letter Agreement for Brian L. Unger Exhibit 10.3 April 27, 2012 Mr. Brian Unger 33077 Alta Vista Drive Evergreen, CO 80439 Dear Brian: This letter agreement (the “Agreement”) is entered into effective as of April 27, 2012 (the “Effective Date”) between Brian Unger (the “Executive”) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the “Company”). The Board of

Einstein Noah Restaurant Group Announces Evaluation of Strategic Alternatives to Maximize Stockholder Value

Press release, dated May 3, 2012 Exhibit 99.1 Einstein Noah Restaurant Group Announces Evaluation of Strategic Alternatives to Maximize Stockholder Value LAKEWOOD, Colo. – May 3, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands,

- FORM 8-K

Form 8-K 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): April 27, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33515 13-3690261 (State or other jurisdiction of incor

Current Report

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): May 1, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jurisdic

6 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

Letter Agreement for Rhonda J. Parish Exhibit 10.4 April 27, 2012 Ms. Rhonda J. Parish 935 10th Street Boulder, CO 80302 Dear Rhonda: This letter agreement (the “Agreement”) is entered into effective as of April 27, 2012 (the “Effective Date”) between Rhonda J. Parish (the “Executive”) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the “Company”). The Boar

Einstein Noah Restaurant Group Reports First Quarter 2012 Financial Results Income from Operations improved by 109% to $6.0 million Adjusted EBITDA increased 49% to $11.5 million

Press release issued May 3, 2012 Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports First Quarter 2012 Financial Results Income from Operations improved by 109% to $6.0 million Adjusted EBITDA increased 49% to $11.5 million LAKEWOOD, Colo. – May 3, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry ope

6 Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

Exhibit 10.1 April 27, 2012 Mr. Jeffrey J. O’Neill 5745 West Mansfield Ave #264 Denver, CO 80235 Dear Jeff: This letter agreement (the “Agreement”) is entered into effective as of April 27, 2012 (the “Effective Date”) between Jeffrey J. O’Neill (the “Executive”) and Einstein Noah Restaurant Group, Inc., its affiliates and its successors and assigns (the “Company”). The Board of Directors of the Co

Form of Mutual Release, Indemnification, Confidentiality and Non-Solicitation Provisions

EX-10.2 3 d346983dex102.htm LETTER AGREEMENT FOR EMANUEL P.N. HILARIO Exhibit 10.2 April 27, 2012 Mr. Emanuel P. N. Hilario 2318 S Clayton Street Denver, CO 80210 Dear Manny: This letter agreement (the “Agreement”) is entered into effective as of April 27, 2012 (the “Effective Date”) between Emanuel P. N. Hilario (the “Executive”) and Einstein Noah Restaurant Group, Inc., its affiliates and its su

- DEFINITIVE PROXY STATEMENT

DEF 14A 1 d312257ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use o

- FORM 8-K

Form 8-K 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): February 28, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

February 14, 2011

Brian L. Unger Offer of Employment dated February 14, 2011 Exhibit 10.1 February 14, 2011 Brian Unger 87 Front Street Palm Coast, FL 32137 RE: Employment Offer Dear Brian: I am excited to extend to you our formal offer of employment for the Executive Vice President, Operations for the Einstein Noah Restaurant Group, Inc. (“ENRGI”). We are proud of the outstanding team we are building and look forw

Einstein Noah Restaurant Group Reports Fourth Quarter and Fiscal 2011 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Reports Fourth Quarter and Fiscal 2011 Financial Results LAKEWOOD, Colo. – March 1, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, today reported financial re

Current Report

8-K 1 d307631d8k.htm FORM 8-K 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): March 1, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-

Einstein Noah Restaurant Group Announces Departure of James P. O’Reilly Company Initiates Search for Successor

Exhibit 99.1 Einstein Noah Restaurant Group Announces Departure of James P. O’Reilly Company Initiates Search for Successor LAKEWOOD, Colo.-(BUSINESS WIRE)-February 2, 2012-Einstein Noah Restaurant Group (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros.® Bagels, Noah's New York Bagels®, and Manhattan Bagel® brands, today announced th

Current Report

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): February 2, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or other jur

- FORM 8-K

Form 8-K 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 18, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

Einstein Noah Restaurant Group Announces Quarterly Cash Dividend of $0.125 Per Share

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE: Einstein Noah Restaurant Group Announces Quarterly Cash Dividend of $0.125 Per Share LAKEWOOD, Colo. – January 23, 2012 – Einstein Noah Restaurant Group, Inc. (NASDAQ: BAGL), a leader in the quick-casual segment of the restaurant industry operating primarily under the Einstein Bros.® Bagels, Noah’s New York Bagels®, and Manhattan Bagel® brands, ann

- FORM 8-K

Form 8-K 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 18, 2012 Einstein Noah Restaurant Group, Inc. (Exact name of registrant as specified in its charter) 001-33515 (Commission File Number) Delaware 13-3690261 (State or

BAGL / Einstein Noah Restaurant Group Inc / GREENLIGHT CAPITAL LLC - SCHEDULE 13D AMENDMENT - EINSTEIN NOAH RESTAURANT GROUP, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* EINSTEIN NOAH RESTAURANT GROUP, INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 28257U