8-K
PARKS AMERICA, INC (PRKA)
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
| November 12, 2021 | 000-51254 |
|---|---|
| Date<br> of Report (Date of earliest event reported) | Commission<br> File Number |
PARKS!
AMERICA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 91-0626756 |
|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> Number) |
1300Oak Grove Road
PineMountain, GA 31822
(Address of Principal Executive Offices) (Zip Code)
(706)663-8744
(Registrant’s telephone number, including area code)
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock | PRKA | OTCPink |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
| --- | --- |
On November 12, 2021, the Board of Directors of Parks! America, Inc. (the “Company”) appointed Lisa Brady and Rick Ruffolo, to fill vacancies on the Company’s Board of Directors.
Appointmentof Lisa Brady
Lisa Brady brings more than a decade of experience in the entertainment, leisure, and hospitality industry with executive-level experience in strategic planning, mergers and acquisitions, investor relations, financial modeling, and real estate development. Ms. Brady started her career as a sell-side analyst at KeyBank Capital markets, covering the leisure and hospitality sector. Upon joining Cedar Fair Entertainment Company (“FUN”), Ms. Brady played an integral role within investor relations, leading communications efforts with both the sell-side and buy side. Ms. Brady was promoted to the Director of Business Development where she served as a key leader in the company’s strategic growth initiatives. Ms. Brady is 35 years old, and graduated summa cum laude from Penn State University and received the John Zahniser Female Scholar Athlete Award.
Ms. Brady has not been appointed to any committees of the Board at this time; however, the Company may appoint Ms. Brady to one or more Board committees in the future. There are no arrangements or understandings between Ms. Brady and any other persons pursuant to which Ms. Brady was appointed a director of the Company. There are no family relationships between Ms. Brady and any of the Company’s directors or executive officers. There are no transactions in which Ms. Brady has an interest requiring disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Brady is not entitled to any compensation, although historically the Company has made annual discretionary stock grants, or the cash equivalent thereof, to the members of the Board of Directors. For information regarding Director compensation, please see the Company’s most recent Annual Report on Form 10-K filed on December 15, 2020.
The Board has determined that Ms. Brady is considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual. (Please note, the Company’s common stock is not currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).
Appointmentof Rick Ruffolo
Rick Ruffolo brings three decades of consumer goods, specialty retail, marketing, innovation, and executive leadership experience to the Parks! America Board. In his first twenty years, Mr. Ruffolo held brand management roles at P&G, SC Johnson, and Nestle Purina, as well as senior executive roles leading the brand, marketing, and innovation departments at Yankee Candle and Bath & Body Works where he received multiple patents including for the multi-billion dollar launch of the Wallflowers home fragrance business. In the last ten years, as CEO & President, Mr. Ruffolo has led the successful turnaround and growth of several private equity-backed portfolio companies including Sensible Organics, CR Brands, Enviroscent, and Phelps Pet Products. Mr. Ruffolo is a dual citizen of the U.S. and Italy. Mr. Ruffolo is 53 years old, and was a NCAA Division I athlete and graduated summa cum laude in marketing and business administration from the University of Dayton, and received his MBA with honors from Washington University in St. Louis.
Mr. Ruffolo has not been appointed to any committees of the Board at this time; however, the Company may appoint Mr. Ruffolo to one or more Board committees in the future. There are no arrangements or understandings between Mr. Ruffolo and any other persons pursuant to which Mr. Ruffolo was appointed a director of the Company. There are no family relationships between Mr. Ruffolo and any of the Company’s directors or executive officers. There are no transactions in which Mr. Ruffolo has an interest requiring disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Ruffolo is not entitled to any compensation, although historically the Company has made annual discretionary stock grants, or the cash equivalent thereof, to members of the Board of Directors. For information regarding Director compensation, please see the Company’s most recent Annual Report on Form 10-K filed on December 15, 2020.
The Board has determined that Mr. Ruffolo is considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual. (Please note, the Company’s common stock is not currently listed on NASDAQ or any other national securities exchange, and this reference is used for definitional purposes only).
| Item 9.01 | Financial Statements and Exhibits |
|---|
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | News<br> release issued by Parks! America, Inc. on November 17, 2021 |
| 104 | Cover Page Interactive Data<br>File (embedded within the Inline XBRL document) |
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.
| PARKS!<br> AMERICA, INC. | ||
|---|---|---|
| Date:<br> November 17, 2021 | ||
| By: | /s/ Dale Van Voorhis | |
| Name: | Dale<br> Van Voorhis | |
| Title: | Chief<br> Executive Officer and | |
| Chairman<br> of the Board |
Exhibit99.1
Date: November 17, 2021
News Release – Director Appointments
Parks!America, Inc. Announces Board of Director Appointments
● Lisa Brady and Rick Ruffolo Appointed Directors
PINE MOUNTAIN, Georgia, November 17, 2021 – Parks! America, Inc. (OTCPink: PRKA), today announced that effective November 12, 2021, the Board of Directors of the Company appointed Lisa Brady and Rick Ruffolo to fill vacancies on its Board of Directors.
LisaBrady
Lisa Brady brings more than a decade of experience in the entertainment, leisure, and hospitality industry with executive-level experience in strategic planning, mergers and acquisitions, investor relations, financial modeling, and real estate development. Ms. Brady started her career as a sell-side analyst at KeyBank Capital markets, covering the leisure and hospitality sector. Upon joining Cedar Fair Entertainment Company (“FUN”), Ms. Brady played an integral role within investor relations, leading communications efforts with both the sell-side and buy side. Ms. Brady was promoted to the Director of Business Development where she served as a key leader in the company’s strategic growth initiatives. Ms. Brady is 35 years old, and graduated summa cum laude from Penn State University and received the John Zahniser Female Scholar Athlete Award. Ms. Brady and her husband have three daughters and enjoy exploring national parks.
RickRuffolo
Rick Ruffolo brings three decades of consumer goods, specialty retail, marketing, innovation, and executive leadership experience. In his first twenty years, Mr. Ruffolo held brand management roles at P&G, SC Johnson, and Nestle Purina, as well as senior executive roles leading the brand, marketing, and innovation departments at Yankee Candle and Bath & Body Works where he received multiple patents including for the multi-billion dollar launch of the Wallflowers home fragrance business. In the last ten years, as CEO & President, Mr. Ruffolo has led the successful turnaround and growth of several private equity-backed portfolio companies including Sensible Organics, CR Brands, Enviroscent, and Phelps Pet Products. Mr. Ruffolo is a dual citizen of the U.S. and Italy. Mr. Ruffolo is 53 years old, and graduated summa cum laude in marketing and business administration from the University of Dayton and received his MBA with honors from Washington University in St. Louis. Mr. Ruffolo was a NCAA Division I athlete and is a long-time volunteer AAU and CYO basketball and soccer coach. Rick and his wife, Tina, have been married for thirty years, and have five children.
“The existing members of the Park! America, Inc. Board of Directors are pleased to welcome two individuals with distinguished business careers,” commented Dale Van Voorhis, Chairman & CEO. “Ms. Brady has significant sell-side and buy side capital markets experience, as well as strategy, mergers and acquisitions and real estate development experience in the attractions industry. Mr. Ruffolo brings strong marketing, product innovation and development experience in consumer products, as well as executive management experience with private equity-backed portfolio companies. We believe the addition of Ms. Brady and Mr. Ruffolo significantly enhances the aggregate perspective, capability and business experience of the Parks! America, Inc. Board, providing us with additional bandwidth to pursue our long-term objectives of growth and expansion, focused on enhancing overall stockholder value.”
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AboutParks! America, Inc.
Parks! America, Inc. (OTCPink: PRKA), through its wholly owned subsidiaries, owns and operates three regional theme parks - the Wild Animal Safari theme park in Pine Mountain, Georgia, the Wild Animal Safari theme park located in Strafford, Missouri, as well as the Aggieland Wild Animal Safari theme park, located near Bryan/College Station, Texas, which was acquired on April 27, 2020.
Additional information, including our Form 10-K for the fiscal year ended September 27, 2020, is available on the Company’s website, http://www.animalsafari.com.
CautionaryNote Regarding Forward-Looking Statements
Except for historical information contained herein, this news release contains certain “forward-looking statements” within the meaning of U.S. securities laws. You are cautioned to not place undue reliance on these forward-looking statements; actual results or outcomes could differ materially due to factors including, but not limited to: general market conditions, adverse weather, and industry competition. Additional risks have been added to the Company’s business by the near-term and long-term impacts of the COVID-19 pandemic on the operations of its Parks, including customers perceptions of engaging in the activities involved in visiting its Parks, its ability to hire and retain associates in light of the issues posed by the COVID-19 pandemic, and its ability to maintain sufficient cash to fund operations due to the potential negative impact on its revenues associated with disruptions in demand as a result of the pandemic. The Company believes that expectations reflected in forward-looking statements are reasonable, however it can give no assurances that such expectations will be realized, and actual results could differ materially. The Company assumes no obligation to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by applicable law. A further description of these risks, uncertainties and other matters can be found in the Company’s annual report and other reports filed from time to time with the Securities and Exchange Commission, including but not limited to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2020.
| Contact: | Todd<br>R. White |
|---|---|
| Chief Financial Officer | |
| (706) 663-8744 | |
| todd.white@animalsafari.com |
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