-----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, TfAA4yuSQgdLvi4LZkQNY1A3tqNUnnX2cx2bnukpYqkkYezAJkJ5HRKhEuR4Heui MOfoOJOSLcVwfTwfzzSThQ== 0001279569-07-000094.txt : 20070129 0001279569-07-000094.hdr.sgml : 20070129 20070126185216 ACCESSION NUMBER: 0001279569-07-000094 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070126 FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070126 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: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27476 FILM NUMBER: 07558075 BUSINESS ADDRESS: STREET 1: 210 SHIELDS COURT STREET 2: MARKHAM ONTARIO CITY: CANADA STATE: A6 ZIP: L3R 8V2 BUSINESS PHONE: 9054798762 MAIL ADDRESS: STREET 1: 210 SHIELDS COURT STREET 2: MARKHAM ONTARIO CITY: CANADA STATE: A6 ZIP: L3R 8V2 FORMER COMPANY: FORMER CONFORMED NAME: YOGEN FRUZ WORLD WIDE INC DATE OF NAME CHANGE: 19960103 6-K 1 coolbrands6k.htm FORM 6-K Form 6-K
 



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 January, 2007

Commission File No. 000-27476 

CoolBrands International Inc.

(Translation of registrant's name into English)

210 Shields Court, Markham, Ontario Canada L3R 8V2

(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:  January 26, 2007
By:
 /s/ Michael Serruya
 
Name:
Michael Serruya
 
Title:
President and CEO





INDEX TO EXHIBITS
 
99.1
 
News Release dated January 26, 2007

EX-99.1 2 ex991.htm NEWS RELEASE DATED JANUARY 26, 2007 News Release dated January 26, 2007
Exhibit 99.1
 
News release via Canada NewsWire, Toronto 416-863-9350

    Attention Business Editors:
    CoolBrands provides status report

    TORONTO, Jan. 26 /CNW/ - CoolBrands International Inc. ("CoolBrands")
(TSX: COB.A) provides this status update pursuant to the alternative
information guidelines of the Ontario Securities Commission as set out in
Canadian Securities Administrators Staff Notice 57-301. These guidelines
contemplate that CoolBrands will normally provide bi-weekly updates on its
affairs until such time as the company is current with its filing obligations
under Canadian securities laws.
    On December 29, 2006 the U.S. bankruptcy court that is overseeing the
bankruptcy of Americana Foods Limited Partnership ("Americana Foods") granted
a motion for an order approving the sale of certain assets of Americana Foods
to a third party for gross proceeds of US$20,000,000. These proceeds, together
with funds received from collection of certain accounts receivable of
Americana Foods, will be used by the trustee in bankruptcy of Americana Foods
to settle Americana Foods' outstanding liabilities. CoolBrands believes that
it is likely that the net proceeds will be sufficient for Americana Foods to
pay its secured lender, and as a result it is unlikely that CoolBrands will
have to make any payment on account of the guarantee that CoolBrands had
provided to the secured lender of Americana Foods. CoolBrands does not expect
to receive any material amount of proceeds on account of its equity in
Americana Foods.
    On January 24, 2007 CoolBrands announced the sale of its Eskimo Pie and
Chipwich Brands and Real Fruit trademark to Dreyer's Grand Ice Cream, Inc., an
indirect subsidiary of Nestle S.A., for total consideration of approximately
US$18,925,000 (subject to adjustment), plus the assumption of approximately
US$1,000,000 of related liabilities. Net proceeds from the sale were used to
repay the remaining debt owed by CoolBrands to JPMorganChase of approximately
US$5,000,000, and the balance will be used by CoolBrands for working capital
purposes.
    CoolBrands has entered into a definitive agreement with respect to the
potential sale of CoolBrands Dairy, Inc. (as disclosed by press release dated
January 2, 2007). Following the closing of the sale of CoolBrands Dairy,
CoolBrands business will consist of the selling of certain frozen dessert
novelties under CoolBrands' owned Fruit-A-Freeze and Whole Fruit brands, and
under certain licensed brands from third parties including Tropicana, Disney,
Godiva, Yoplait and Snapple. Following the ceasing of operations of Americana
Foods, all of CoolBrands' products are now being manufactured by third parties
through manufacturing arrangements entered into with CoolBrands. CoolBrands
also owns a foodservice manufacturing facility in Arkansas and some remaining
direct-store-door distribution assets, located on the east coast of the United
States as well as real estate. CoolBrands continues to explore opportunities
to sell such assets, although there is no assurance that it will be able to
consummate any such divestitures.
    Subsequent to the filing of the Notice of Default dated November 30,
2006, there has not been any further default. CoolBrands expects to file its
audited financial statements and accompanying management discussion and
analysis for its fiscal year ended August 31, 2006 on January 29, 2007.
However, CoolBrands anticipates that its annual information form in respect of
this fiscal year, and its unaudited financial statements for the three months
ended November 30, 2006 will continue to be outstanding until approximately
February 28, 2007.

    About CoolBrands International: CoolBrands International Inc. is focused
on marketing and selling a broad range of ice creams, frozen snacks and fresh
yogurt products under nationally and internationally recognized brand names.
    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.

    %SEDAR: 00003887E          %CIK: 0001005531

    /For further information: Carla Aedo, Telephone: (905) 479-8762/
    (COB.A.)

CO:  CoolBrands International Inc.

CNW 18:06e 26-JAN-07

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