-----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, LNnc6Bzg4kiILs3N1ugKTGP5dfoVOht4TePyjVFQrXs6MjJ2B6im/R3hOAtWWuF1 ZAWkqqs9xpwKiHpysb2hWg== 0000950117-06-004205.txt : 20061013 0000950117-06-004205.hdr.sgml : 20061013 20061013061506 ACCESSION NUMBER: 0000950117-06-004205 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061004 FILED AS OF DATE: 20061013 DATE AS OF CHANGE: 20061013 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: 061143207 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 a44712.htm 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 October, 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 T 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 T

 

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: October 13, 2006 By: /s/ David J. Stein   
  Name: David J. Stein  
  Title: Co-Chairman and CEO  

 

 


 

INDEX TO EXHIBITS

 

 

99.1

Registrant’s Press Release regarding late filing of financial statements

 

99.2

Registrant’s Press Release regarding the authorization for its subsidiaries to file an involuntary bankruptcy petition against Americana Foods, L.P. and the resignation of Frank Orfanello as Executive Vice President of the Registrant

 

 

 


EX-99 2 ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

NEWS FROM:

COOLBRANDS INTERNATIONAL INC.

 

8300 Woodbine Avenue, 5th Floor Contact: David J. Stein

Markham, Ontario, Canada, L3R 9Y7

Telephone: (631) 737-9700(x216)

 

 

FOR IMMEDIATE RELEASE: October 4, 2006

 

COOLBRANDS ANNOUNCES LATE FILING OF FINANCIAL STATEMENTS

 

Toronto, Canada, October 4, 2006 – CoolBrands International Inc. (“CoolBrands”) (TSX: COB.A) announces today that it does not expect to meet the deadline under Canadian securities legislation of November 29, 2006 for filing its audited financial statements, related management’s discussion and analysis (“MD&A”) and annual information form (“AIF”) for its financial year ended August 31, 2006. This delay is primarily due to two factors:

 

 

Liquidity constraints caused by the Company’s ongoing losses from operations compounded by seasonal contraction of its borrowing base and other restrictions on the Company’s line of credit.

 

 

Uncertainties related to previously disclosed events including the existing defaults under the Company’s credit agreements and recently filed litigation requiring additional analysis that CoolBrands and its auditor do not expect to complete prior to the filing deadline. 

 

The Company is endeavoring to generate incremental liquidity in the short term through salary deferrals by certain members of senior management and the divestiture of some of its business units and other assets. However, there is no assurance that any particular divestiture transaction will be consummated in a timely manner or at all. The Company is also reducing operating costs through efforts that include personnel reductions.

 

CoolBrands expects to complete the necessary work for the audited financial statements, MD&A and AIF and file these reports by January 29, 2007.

 

Pending the filing of its annual audited financial statements, MD&A and AIF, CoolBrands intends to satisfy the alternative information guidelines recommended by Ontario Securities Commission (“OSC”) Policy 57-603 and Canadian Securities Administrators (“CSA”) Staff Notice 57-301. The Company will request the applicable Canadian securities regulators that a management cease trade order related to CoolBrands’ securities be imposed against some or all of the persons who have been directors, officers or insiders of CoolBrands. If granted, such an order would not generally affect the ability of persons who have not been directors, officers or insiders of CoolBrands to trade CoolBrands’ securities.

 

Canadian securities regulators may impose an order that all trading in securities of CoolBrands cease, either permanently, or for such period as is specified in the order, if CoolBrands does not file its audited financial statements, MD&A and AIF by January 29, 2007.

 

 

 


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 markets fresh yogurt products, including Breyers® Fruit on the Bottom, Probiotics Plus 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. Eskimo Pie and Whole Fruit are trademarks of CoolBrands, all other marks are used under license.

 

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.

 

 


EX-99 3 ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

 

NEWS FROM:

COOLBRANDS INTERNATIONAL INC.

 

8300 Woodbine Avenue, 5th Floor Contact: David J. Stein

Markham, Ontario, Canada, L3R 9Y7

Telephone: (631) 737-9700(x216)

 

 

FOR IMMEDIATE RELEASE: October 11, 2006

Toronto, Canada, October 11, 2006 – CoolBrands International Inc. (“CoolBrands”) (TSX: COB.A) announced today that the lenders to Americana Foods, L.P. ("Americana"), CoolBrands' 50.1% owned joint venture facility based in Dallas, Texas, have advised Americana that, on account of the existing defaults under its credit facilities, the lenders are no longer willing to lend funds to Americana and have demanded full and immediate repayment of all of Americana’s borrowings from the lenders.  CoolBrands has authorized its subsidiaries to file an involuntary petition under the Bankruptcy Code against Americana.  This filing does not relate to CoolBrands or any of its other subsidiaries.  CoolBrands continue s to work with its lenders to address matters with respect to its credit facilities.   

CoolBrands also announced, as an unrelated matter, that Frank Orfanello has resigned as Executive Vice President of CoolBrands, but has agreed to continue over the next several months in a consulting capacity to perform various functions for CoolBrands that he was performing prior to his resignation.

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 markets fresh yogurt products, including Breyers® Fruit on the Bottom, Probiotics Plus 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. Eskimo Pie and Whole Fruit are trademarks of CoolBrands, all other marks are used under license.

 

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.

 

 


 

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