-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D7Q+L96pBV1RTZH1Oap4aZGNtS8CWTJ2Zi8003I3mZGIx/ofaSynLRCdRFmTWoP3 r2vpkYMpVV3ofGLyXUtBwA== 0000950117-06-001151.txt : 20060314 0000950117-06-001151.hdr.sgml : 20060314 20060314141811 ACCESSION NUMBER: 0000950117-06-001151 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060314 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOLBRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0001005531 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27476 FILM NUMBER: 06684618 BUSINESS ADDRESS: STREET 1: 8300 WOODBINE AVE 5TH FL STREET 2: MARKHAM ONTARIO CITY: CANADA L3R 9Y7 STATE: A6 BUSINESS PHONE: 5167379700 MAIL ADDRESS: STREET 1: 8300 WOODBINE AVENUE STREET 2: MARKHAM ONTARIO CITY: CANADA L3R 9Y7 STATE: A6 ZIP: L3R 9Y7 FORMER COMPANY: FORMER CONFORMED NAME: YOGEN FRUZ WORLD WIDE INC DATE OF NAME CHANGE: 19960103 6-K 1 a41543.txt COOLBRANDS INTERNATIONAL INC. FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2006 Commission File No. 000-27476 --------- CoolBrands International Inc. ----------------------------- (Translation of registrant's name into English) 8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7 ----------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)________ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)________ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_________ 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, thereunto duly authorized. COOLBRANDS INTERNATIONAL INC. Date: March 14, 2006 By: /s/ Gary P. Stevens ------------------------------ Name: Gary P. Stevens Title: Chief Financial Officer INDEX TO EXHIBITS 99.1 Registrant's Report on Voting Results from the 2006 Annual Meeting. 99.2 Registrant's Press Release dated March 10, 2006 regarding the extension of Americana Foods Limited Partnership's existing credit facilities with Regions Bank. EX-99 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 COOLBRANDS INTERNATIONAL INC. Annual and Special Meeting of the Shareholders of CoolBrands International Inc. ("CoolBrands") February 27, 2006 REPORT ON VOTING RESULTS National Instrument 51-102 - Continuous Disclosure Obligations Section 11.3 Total Subordinate Voting Shares (SVS) Issued and Outstanding: 50,005,069 Total Multiple Voting Shares (MVS) Issued and Outstanding: 6,027,864 Matter Voted Upon Outcome of Vote - -------------------------------------------------------------------------------- 1. Special resolution approving the Carried by a show of hands discontinuance of CoolBrands under the Companies Act (Nova Scotia) and the continuance of CoolBrands under the Canada Business Corporations Act, as described in the management information circular of CoolBrands dated January 13, 2006. 2. Special resolution approving the share capital Carried by a show of hands restructuring of CoolBrands, as described in the management information circular of CoolBrands dated January 13, 2006. 3. Election of the following directors: Robert E. Carried by a show of hands Baker, Beth Bronner, Romeo DeGasperis, William R. McManaman, Aaron Serruya, Michael Serruya, David M. Smith, Joshua Sosland, and David J. Stein. 4. Appointment of BDO Seidman, LLP as auditors. Carried by a show of hands No ballots were conducted on any matter. EX-99 3 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 COOLBRANDS INTERNATIONAL INC. 8300 Woodbine Avenue, 5th Floor Contact: David J. Stein Markham, Ontario, Canada, L3R 9Y7 Telephone: (631) 737-9700(x216) COOLBRANDS ANNOUNCES EXTENSION OF CREDIT FACILITIES FOR AMERICANA FOODS LIMITED PARTNERSHIP Toronto, Canada, March 10, 2006 - CoolBrands International Inc. (TSX: COB.SV.A) today announced that it has obtained an extension for the existing credit facilities of its 50.1% owned subsidiary, Americana Foods Limited Partnership, with Regions Bank. The maturity date of the existing facilities with Regions Bank has been extended to April 25, 2006. All other terms and conditions of the existing facilities with Regions Bank remain the same. As stated in its press release of January 12, 2006, CoolBrands has signed binding commitment letters with J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. in respect of new credit facilities. Closing of the new facilities remains conditional upon syndication, the completion of due diligence by J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A., the absence of any material adverse change and other customary conditions. CoolBrands currently has approximately US$35.1 million of short term debt owing to JPMorgan Chase Bank, N.A. and Americana Foods Limited Partnership has approximately US$17.9 million of short term debt owing to Regions Bank. These liabilities will be repaid upon the closing of the new facilities. About CoolBrands International: CoolBrands International Inc. markets a broad range of ice creams and frozen snacks under a family of brands, including Eskimo Pie, Godiva Ice Cream, Whole Fruit Sorbet, Snapple On Ice Pops, Tropicana Fruit Bars, No Pudge! Frozen Snacks, Crayola Color Pops, Yoplait Frozen Yogurt and many other well recognized brand names. CoolBrands also manufactures, markets and sells fresh yogurt products, including Breyers Fruit on the Bottom, Light and Creme Savers cup yogurt varieties. CoolBrands' operates a "direct store door" (DSD) frozen distribution system in selected markets in the U.S. to deliver CoolBrands products and Partner Brands to supermarkets, convenience stores and other retail customers. CoolBrands' subsidiary, Americana Foods, manufactures soft serve mixes, packaged ice cream, frozen snacks and other food products for CoolBrands and for well known national retailers, food companies and restaurant chains. CoolBrands' Foodservice Division manufactures and sells premium soft serve ice cream and frozen yogurt to the foodservice industry. For more information about CoolBrands, visit www.coolbrandsinc.com. Forward Looking Statements This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding the Company's financial position and business strategy. These statements may be identified by the fact that they use such words as "anticipate," "estimate," "expect," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, market factors, competitive product development and promotional activity, the level of consumer interest in the Company's products, product costing, the weather, the performance of management, including management's ability to implement its plans as contemplated, the Company's relationship with its customers, franchisees, licensees and licensors, governmental regulations and legislation and litigation. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----