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 10, 2013
MORGAN’S FOODS, INC.
(Exact name of registrant as specified in its charter)
Ohio	1-08395		34-0562210
(State or other jurisdictionof incorporation)	(Commission File Number)		(IRS EmployerIdentification No.)
4829 Galaxy Parkway, Suite S, Cleveland, OH				44128
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code		(216) 359-9000
(Former name or former address, if changed since last report.)

Date of Report (Date of earliest event reported)		July 2, 2013

MORGAN’S FOODS, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-08395	34-0562210
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4829 Galaxy Parkway, Suite S, Cleveland, OH				44128
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code		(216) 359-9000

(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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Background

Morgan’s Foods, Inc. (the “Company”) on April 12, 2013 issued a press release announcing the closing of a $2,104,500 equity investment by Bandera Master Fund L.P. (“Bandera”) in a negotiated and exempt private placement of 1,052,250 Company common shares at the purchase price of $2.00 per share. The Bandera investment was made pursuant to a Share Purchase Agreement (described below), which was dated and closed on April 12, 2013, between the Company and Bandera. A copy of the press release is attached hereto as Exhibit 99.1.

Item 1.01

Entry into a Material Definitive Agreement.

On July 8, 2013, Morgan’s Foods, Inc. (the “Company”) entered into an amendment with Computershare Trust Company, N.A., (“Computershare”) (the “First Amendment”) to the Amended and Restated Shareholder Rights Agreement, dated as of April 10, 2013, by and between the Company and Computershare as rights agent (the “Rights Agreement”), pursuant to the authority granted to the Board in Section 27 of the Rights Agreement. Pursuant to the First Amendment, the Expiration Date (as defined in the Rights Agreement) of the Rights Agreement was set as the close of business on July 8, 2013. As a result of the First Amendment, the Rights (as defined in the Rights Agreement) are no longer outstanding and are not exercisable. The foregoing description of the First Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the terms of the First Amendment, which is filed as Exhibit 4.1 hereto and incorporated by reference herein. On July 9, 2013, the Company issued a press release announcing the execution of the First Amendment. A copy of this press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

ToItem ~~facilitate Bandera’s investment, on April 10, 2013, the Company and Computershare Trust Company, N~~3.~~A.,~~03 asMaterial ~~Rights~~Modification ~~Agent, amended the Company’s Shareholder Rights Agreement (“Rights Agreement”). The primary effect~~ of ~~the amendment was to amend the definition of who qualifies as an “Acquiring Person” under the~~ Rights ~~Agreement. The Rights Agreement now allows Bandera (or any~~ of ~~its~~Security ~~associates or affiliates) to beneficially own in the aggregate not more than 27% of the Company’s issued and outstanding common shares without becoming an Acquiring Person~~Holders. Please refer to Form 8-A/A filed with the SEC on April 15, 2013 for a further discussion of the Rights Agreement amendment. A copy of the Rights Agreement is attached hereto as Exhibit 10.1 and this summary is qualified in its entirety by Exhibit 10.1.

~~Share~~See ~~Purchase~~the information set forth under “Item 1.01, Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.03.

~~The~~Item Company, on April 12, 2013, entered into a Share Purchase Agreement (the “SPA”) with Bandera for the sale of 1,052,250 common shares, without par value, of the Company (the “Bandera Shares”) at $25.0007 ~~per~~Submission ~~share, for a total~~ of ~~$2,104,500.~~Matters ~~In connection with the transaction, the Company agreed~~ to customary representations and warranties, as well as agreed to enter into the Registration Rights Agreement and Nomination Agreement described below. In addition, in accordance with the SPA, on April 12, 2013, the Company appointed Bandera’s designee, Jefferson Gramm, to fill a ~~vacancy~~Vote ~~on the Board~~ of ~~Directors.~~Security ~~JCP Investment Management, LLC (“JCP”), which is owned and controlled by James C~~Holders. ~~Pappas, the Company’s Chairman of the Board of Directors, also entered into a Lock-Up Agreement with the Company described below in connection with the Bandera transaction.~~

The ~~SPA~~Company’s ~~and~~Annual ~~the~~Meeting ~~related~~of ~~agreements~~Shareholders ~~were~~was ~~negotiated~~held byon ~~and~~July ~~approved~~2, by2013 ~~a Special Committee of the Board of Directors~~ (the “~~Special~~Annual ~~Committee~~Meeting”). The ~~Special~~following ~~Committee,~~matters ~~comprised~~were ofvoted ~~three~~on ~~independent~~by ~~directors (Steven S. Kaufman (chairman), Marilyn Eisele and Bernard Lerner) was formed in October 2012 to, among other things, evaluate and negotiate~~ the ~~possible addition of equity capital to the~~ Company’s toshareholders ~~improve~~at the ~~Company’s~~Annual ~~capital structure.~~ Meeting:

A1. Proposal ~~copy~~One of– ~~the~~Director ~~SPA~~Election. isThe ~~attached~~following ~~hereto~~persons aswere ~~Exhibit~~elected ~~10.2~~as ~~and~~directors, ~~this~~each ~~summary~~for isa ~~qualified~~one inyear ~~its~~term, ~~entirety~~ by ~~Exhibit~~the ~~10.2.~~following vote:

Registration Rights Agreement

Director	For	Withheld	Broker Non-votes
Marilyn A. Eisele	2,486,778	185,763	645,112
Jefferson P. Gramm	2,664,804	7,737	645,112
Steven S. Kaufman	2,486,780	185,761	645,112
Bernard Lerner	2,486,780	185,761	645,112
James J. Liguori	2,665,458	7,083	645,112
James C. Pappas	2,664,820	7,721	645,112
Jacob J. Saour	2,664,220	8,321	645,112

In2. Proposal ~~connection~~Two ~~with~~– ~~and as a condition of the SPA, on April 12, 2013, the Company and Bandera entered into a Registration Rights Agreement.~~ The ~~Registration~~proposal ~~Rights Agreement provides Bandera limited demand registration rights and piggy-back registration rights~~ to ~~require~~ratify the ~~Company~~appointment toof ~~register~~Grant ~~Bandera’s~~Thornton ~~common~~LLP ~~shares for resale. The Registration Rights Agreement remains in effect for three years so long~~ as ~~Bandera and its affiliates own more than 10% of~~ the Company’s ~~common~~independent ~~shares.~~registered Apublic ~~copy~~accounting offirm for the ~~Registration~~year ~~Rights~~ended ~~Agreement~~March is2, ~~attached~~2014 ~~hereto~~was asapproved ~~Exhibit 10.3 and this summary is qualified in its entirety~~ by ~~Exhibit~~the ~~10.3.~~following votes:

For	3,267,062 votes
Against	48,271 votes
Abstain	2,320 votes
Broker Non-votes	0 votes

~~Nomination~~3. Proposal ~~Agreement~~Three – To approve the Amended and Restated Articles of Incorporation to eliminate cumulative voting and add a severability provision was defeated by the following votes (the approval threshold was 2/3 of the Company’s outstanding common shares, or 4,039,147 shares):

~~In connection with and as a condition of the SPA~~ For 1, ~~on April 12~~665,539 ~~2013~~votes Against 1,006,436 ~~the~~votes Abstain 566 ~~Company~~votes Broker ~~and~~Non-votes 645,112 Bandera entered into a Nomination Agreement. The Company agreed to use its best efforts to include one Bandera selected person in the Company’s slate for election to the Board of Directors at the Company’s Annual Meeting of Shareholders. The Nomination Agreement remains in effect for three years so long as Bandera and its affiliates beneficially own at least 21% of the outstanding common shares equity of the Company. A copy of the Nomination Agreement is attached hereto as Exhibit 10.4 and this summary is qualified in its entirety by Exhibit 10.4.votes

~~Lock-Up~~4. Proposal ~~Agreement~~Four – To approve the Amendment of the Amended and Restated Code of Regulations (the “Regulations”) to provide for advance notice and disclosure provisions in connection with annual meetings of shareholders was defeated by the following votes (the approval threshold was 2/3 of the Company’s outstanding common shares, or 4,039,147 shares):

~~In connection with the Bandera transaction~~ For 1, ~~on April 11~~673,407 ~~2013~~votes Against 998,936 ~~the~~votes Abstain 198 ~~Company~~votes Broker ~~entered into a Lock~~Non-~~Up Agreement with JCP. The Lock-Up Agreement provides that until the earlier of the termination of the Rights Agreement or October 4~~votes 645,112 2013 JCP will not buy, sell or otherwise transfer or dispose of Company common shares. A copy of the Lock-Up Agreement is attached hereto as Exhibit 10.5 and this summary is qualified in its entirety by Exhibit 10.5.votes

~~Item 3~~5.02 Proposal ~~Unregistered~~Five– ~~Sales~~To approve the Amendment to the Regulations to provide for Advance Notice for Shareholder Nominations was defeated by the following votes (the approval threshold was 2/3 of ~~Equity~~the ~~Securities.~~Company’s outstanding common shares, or 4,039,147 shares):

~~On April 12, 2013, pursuant to the SPA, the Company sold~~ For 1,~~052~~672,~~250~~984 ~~common shares~~votes Against 999,359 ~~without~~votes Abstain 198 ~~par~~votes Broker ~~value~~Non-votes 645,112 of the Company to Bandera at $2.00 per share. The transaction was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. The transaction was a negotiated investment by a sophisticated investor who gave customary representations and warranties for investors in private and exempt transactions, including regarding Bandera’s status as an accredited investor and Bandera’s intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. The certificate for the Bandera Shares will contain an appropriate legend for restricted securities.votes

~~Item 5~~6.02 Proposal ~~Departure~~Six– ofTo ~~Directors~~approve orthe ~~Certain~~Amendment ~~Officers;~~to ~~Election~~the ofRegulations ~~Directors;~~to ~~Appointment~~provide for Advance Notice for Special Meetings of ~~Certain~~Shareholders ~~Officers;~~was ~~Compensatory~~defeated ~~Arrangements~~by the following votes (the approval threshold was 2/3 of ~~Certain~~the ~~Officers.~~Company’s outstanding common shares, or 4,039,147 shares):

~~Resignation~~ For 1,673,304 ofvotes Against 999,039 ~~Director~~votes Abstain 198 votes Broker Non-votes 645,112 votes

On7. Proposal ~~April~~Seven– ~~11,~~To ~~2013,~~approve asother aAmendments ~~result~~to of the ~~new~~Regulations ~~Board~~primarily ~~policy~~related ~~adopted~~to inconduct ~~connection~~of ~~with~~Shareholder ~~the~~Meetings ~~Special~~and ~~Committee’s~~the ~~approval~~use of ~~the~~uncertificated ~~Bandera~~shares ~~transaction~~and to ~~have~~restate ~~only one management director (~~the ~~Chief~~Regulations ~~Executive~~for ~~Officer)~~all ~~serve~~amendments onapproved by the ~~Board~~shareholders ~~and~~was indefeated ~~connection~~by ~~with~~ the ~~closing~~following ofvotes (the ~~Bandera~~approval ~~transaction,~~threshold ~~Kenneth~~was L.2/3 ~~Hignett,~~of the Company’s ~~Senior~~outstanding ~~Vice~~common ~~President~~shares, ~~Chief~~or ~~Financial Officer and Secretary~~4, ~~voluntarily resigned from the Company’s Board of Directors. Mr. Hignett’s voluntary resignation creates a new vacancy on the Board of Directors~~039,147 ~~which the Board of Directors intends to fill in the near future. Mr. Hignett will continue to serve the Company in his capacity as Senior Vice President, Chief Financial Officer and Secretary.~~ shares):

~~Election~~ For 1,670,459 ofvotes Against 1,001,883 ~~Director~~votes Abstain 199 votes Broker Non-votes 645,112 votes

On8. Proposal ~~April~~Eight– ~~12,~~To ~~2013,~~approve ~~effective~~an onAdvisory ~~the~~Resolution ~~closing of the Bandera investment and pursuant to the SPA, the Board of Directors elected Jefferson Gramm to fill a vacancy~~ on the ~~Board of Directors created by the resignation of the~~ Company’s ~~former~~Executive ~~Chairman,~~Compensation ~~Leonard~~was R.approved ~~Stein-Sapir,~~by onthe ~~December~~following ~~31,~~votes ~~2012.~~:

For	2,659,825 votes
Against	11,799 votes
Abstain	917 votes
Broker Non-votes	645,112 votes

At9. Proposal ~~the~~Nine– ~~present~~To ~~time~~approve ~~the~~an ~~Board~~Advisory ofVote ~~Directors~~on ~~has~~the ~~not~~frequency ~~acted~~of toholding ~~appoint Mr. Gramm to any Board committees. The Company will file~~ an ~~amendment~~Advisory toVote ~~this~~on ~~Form~~Executive ~~8-K~~Compensation ~~after~~was ~~any~~approved ~~appointment~~for ofone ~~Mr.~~year ~~Gramm~~by tothe afollowing ~~Board committee.~~votes:

~~Mr.~~ For ~~Gramm,~~1 ~~age 37~~year 2, ~~has been a Portfolio Manager~~185,480 ~~Managing~~votes For ~~Director~~2 ~~and Managing Partner of Bandera Partners LLC~~years 6,998 avotes For ~~value-oriented~~3 ~~investment partnership~~years 471,797 ~~and Bandera Partners Management LLC~~votes Abstain 8,266 anvotes Broker ~~affiliate general partner entity~~Non-votes 645,112 since August 2006. From October 2004 to July 2006, Mr. Gramm was a Managing Director of Arklow Capital, LLC, a hedge fund manager focused on distressed and value investments. Mr. Gramm was with Mellon HBV from June 2002 through September 2004, most recently serving as a Senior Research Analyst. Mr. Gramm served as a director of Peerless Systems Corporation (NASDAQ:PRLS), a provider of software based imaging systems, from June 2009 until November 2010. Mr. Gramm received an MBA from Columbia University in 2003 and a B.A. from the University of Chicago in 1996.votes

10. Proposal Ten– To approve the Amendment to the Amended and Restated Shareholder Rights Agreement (“Rights Plan”) to terminate the Rights Plan was approved by the following:

For	1,589,128 votes
Against	30,537 votes
Abstain	626 votes
Broker Non-votes	645,112 votes

Item 9.01

Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description
10.1	Amended and Restated Shareholder Rights Agreement
4.1	First Amendment to the Amended and Restated Shareholders Rights Agreement, dated July 8, 2013 between the Company and Computershare
10.2	Share Purchase Agreement
99.1	Press Release dated July 9, 2013
10.3	Registration Rights Agreement
10.4	Nomination Agreement
10.5	Lock-Up Agreement
99.1	Press Release

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.

Dated: April 15, 2013 Morgan’s Foods, Inc. By: /s/ Kenneth L. Hignett Kenneth L. Hignett Senior Vice President, Chief Financial Officer & Secretary

	Morgan’s Foods, Inc.


Dated: July 9, 2013	By:	/s/ Kenneth L. Hignett
		Kenneth L. Hignett
		Executive Vice President, Chief Financial Officer & Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Shareholder Rights Agreement (1)
10.2	Share Purchase Agreement
10.3	Registration Rights Agreement
10.4	Nomination Agreement
10.5	Lock-Up Agreement
99.1	Press Release

________________

(1) Incorporated by reference to Company Form 8-A/A filed with the SEC on April 15, 2013.

Exhibit Index

Exhibit No.	Description

4.1	First Amendment to the Amended and Restated Shareholders Rights Agreement, dated July 8, 2013 between the Company and Computershare

99.1	Press Release dated July 9, 2013

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