UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported)~~Exchange ~~July~~Act 2,of ~~2013~~1934

~~MORGAN’S~~Date ~~FOODS,~~of ~~INC.~~Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inAugust ~~its~~22, ~~charter)~~2013

Ohio	1-08395		34-0562210
(State or other jurisdictionof incorporation)	(Commission File Number)		(IRS EmployerIdentification No.)

MORGAN'S FOODS, INC.

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

(Exact name of registrant as specified in its charter)

~~Registrant’s~~ Ohio 1-08395 34-0562210 (State ~~telephone~~or ~~number,~~other ~~including~~jurisdiction ~~area~~of (Commission IRS ~~code~~Employer incorporation ~~(216~~or organization) File ~~359-9000~~Number) Identification Number)

4829 Galaxy Parkway, Suite S, Cleveland, OH 44128

(Address of principal executive officers) (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))

Item 1.01 Entry into a Material Definitive Agreement.

OnItem ~~July 8, 2013, Morgan’s Foods, Inc~~1.02 Termination (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~~Material ofDefinitive ~~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.

~~Item~~On 3August 22, 2013 the Company entered into on a loan agreement, comprising two loan facilities, with The Huntington National Bank, a national banking association (“Huntington”).03 ~~Material~~The ~~Modification~~Loan Agreement contains two new loan facilities that, in addition to funding the remodel reserve, pay off the Company’s outstanding loan balance of ~~Rights~~$6,104,351, which carried an interest rate of ~~Security~~9.0%, ~~Holders~~with its current lender, Fortress Credit Corp. (“Fortress”), and a prepayment penalty of 1.0% of the balance.

~~See~~The ~~the~~Loan ~~information~~Agreement ~~set~~contains ~~forth~~two ~~under~~facilities ~~“Item~~consisting ~~1.01,~~of ~~Entry into~~ a ~~Material~~term ~~Definitive~~loan ~~Agreement,”~~and ~~which~~a istime ~~incorporated~~loan byin ~~reference~~the ~~into~~total ~~this~~amount ~~Item~~of 3$8,930,000.~~03.~~

~~Item~~The Term Note consists of $7,930,000 three year term loan with an interest rate which has been fixed at the rate of 5.0744% ~~Submission~~through the use of ~~Matters~~a toderivative interest rate swap also entered into with Huntington. Principal and interest on the Term Note are payable in substantially equal monthly payments based on an eight year amortization with a ~~Vote~~balloon payment of ~~Security~~the ~~Holders~~then remaining principal balance due and payable at the end of the three year term.

The ~~Company’s~~Time ~~Annual~~Note ~~Meeting~~consists of ~~Shareholders~~$1,000,000 ~~was~~having ~~held~~an on18 ~~July~~month 2term, ~~2013~~no ~~(the~~scheduled ~~“Annual~~principal ~~Meeting”).~~payments ~~The~~and ~~following~~a ~~matters~~floating ~~were~~interest ~~voted~~rate at 30 day LIBOR plus 4.25%. Principal payments on the Time Note are expected to be made with the proceeds of the sales by the Company’s ~~shareholders~~of excess real estate of closed restaurants. The balance, if any, at the ~~Annual~~end ~~Meeting:~~of the 18 month term will become due and payable.

1The Loan Agreement requires the maintenance of a cash reserve for remodel requirements of $2. ~~Proposal~~5 ~~One~~million, –reducing ~~Director~~to ~~Election~~$1.0 ~~The~~million ~~following~~after ~~persons~~18 ~~were~~months. ~~elected~~It asalso ~~directors,~~require ~~each~~the ~~for~~Company to maintain a ~~one~~fixed ~~year~~charge ~~term~~coverage ratio of at least 1.15:1.00 through May 30, by2015 ~~the~~and ~~following~~thereafter ~~vote~~at least 1.20:1.00 and cash adjusted leverage of 5.25 or less.

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

The Loan Agreement also requires the Company to enter into customary security agreements and subsidiary guarantees, including mortgages on various of the Company’s real estate interests.

~~2. Proposal~~As ~~Two~~previously –disclosed ~~The~~the ~~proposal~~Company toentered ~~ratify~~into ~~the~~a ~~appointment~~credit ofagreement ~~Grant~~with ~~Thornton~~Fortress ~~LLP~~on asDecember ~~the~~9, ~~Company’s~~2011 ~~independent~~which ~~registered~~involved ~~public~~a ~~accounting~~term ~~firm~~loan ~~for~~in the ~~year~~amount ~~ended~~of ~~March~~$8,250,000. 2That loan had a balance of $6,104,351 ~~2014~~at August 22, 2013, which together with accrued interest and a prepayment penalty of 1.0%, was ~~approved~~paid byin full with the ~~following~~proceeds ~~votes:~~of the Huntington Loan Agreement (discussed above). Accordingly, the Fortress loan documents, cash control agreements and other related agreements have been terminated.

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

3. Proposal 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):

For 1,665,539 votes Against 1,006,436 votes Abstain 566 votes Broker Non-votes 645,112 votes

4. Proposal 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):

For 1,673,407 votes Against 998,936 votes Abstain 198 votes Broker Non-votes 645,112 votes

5. Proposal Five– 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 the Company’s outstanding common shares, or 4,039,147 shares):

For 1,672,984 votes Against 999,359 votes Abstain 198 votes Broker Non-votes 645,112 votes

6. Proposal Six– To approve the Amendment to the Regulations to provide for Advance Notice for Special 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):

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

7. Proposal Seven– To approve other Amendments to the Regulations primarily related to conduct of Shareholder Meetings and the use of uncertificated shares and to restate the Regulations for all amendments approved by the 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):

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

8. Proposal Eight– To approve an Advisory Resolution on the Company’s Executive Compensation was approved by the following votes :

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

9. Proposal Nine– To approve an Advisory Vote on the frequency of holding an Advisory Vote on Executive Compensation was approved for one year by the following votes:

For 1 year 2,185,480 votes For 2 years 6,998 votes For 3 years 471,797 votes Abstain 8,266 votes Broker Non-votes 645,112 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
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

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.

	Morgan’s Foods, Inc.
Dated: July 9, 2013	By:	/s/ Kenneth L. Hignett
Dated: August 22, 2013	By:	/s/ Kenneth L. Hignett
		Kenneth L. Hignett
		Kenneth L. Hignett Executive Vice President, Chief Financial Officer & Secretary
		Executive Vice President, Chief Financial Officer & Secretary

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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