-----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, B/D4PWH18TpDViZ39scokl+p+wclkAH8SR1wbC0Bm6F88i6RDd18O7vpVSLI7LWm MS/UTD8o+hlNRIYsBswccw== 0001279569-07-000799.txt : 20070531 0001279569-07-000799.hdr.sgml : 20070531 20070531105823 ACCESSION NUMBER: 0001279569-07-000799 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070531 FILED AS OF DATE: 20070531 DATE AS OF CHANGE: 20070531 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: 07889724 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 6K 6k
 



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 May, 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:  May 31, 2007
By:
/s/ Michael Serruya
 
Name:
Michael Serruya
 
Title:
President and CEO



 
INDEX TO EXHIBITS
 
99.1
 
News Release dated May 31, 2007 - CoolBrands International Inc. eliminates dual class share structure

EX-99.1 2 ex991.htm NEWS RELEASE DATED MAY 31, 2007 News Release Dated May 31, 2007
 
Exhibit 99.1
 
News release via Canada NewsWire, Toronto 416-863-9350

    Attention Business Editors:
    CoolBrands International Inc. eliminates dual class share structure

    TORONTO, May 31 /CNW/ - CoolBrands International Inc. (TSX: COB.A) today
announced that, in accordance with the special resolution passed by the
Company's shareholders on February 27, 2006, the Company has filed articles of
amendment in order to effect the elimination of its dual class share
structure. The change to common shares is effective immediately. As a result
of the elimination of the Company's dual class structure, a total of 6,025,659
multiple voting shares and 50,049,774 subordinate voting shares have been
changed into 56,075,433 common shares, each carrying one vote.
    As a result of the Company's multiple voting shares and subordinate
voting shares being changed into common shares, the TSX ticker symbol
currently representing the Company's subordinate voting shares will be changed
to "COB" to reflect the common shares, effective on or about June 4, 2007.
    In connection with the elimination of the Company's dual class structure,
the Company also announced today that the Board Representation Agreement dated
October 13, 1997 and amended and restated on January 15, 1998 and further
amended January 12, 2001 pursuant to which The Serruya Family Trust, Michael
Serruya, Aaron Serruya, the Estate of Richard E. Smith, David M. Smith and
David J. Stein agreed with each other to vote all of their respective shares
of the Corporation in favour of nominees proposed for election as directors,
has been terminated, effectively immediately.
    The Company also announced that the Trust Agreement dated March 18, 1998
between the Estate of Richard E. Smith, David M. Smith, David J. Stein,
Michael Serruya, Aaron Serruya, 1082272, the Serruya Trust, CoolBrands
International Inc. and the Chase Manhattan Bank which governed the voting,
transfer and conversion of the Multiple Voting Shares, has been terminated,
effective immediately.

    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 CoolBrands' 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, the
ability of CoolBrands to effectively manage the risks inherent with
divestitures, mergers and acquisitions, currency risk exposure, existing and
potential litigation involving the Company, the performance of management,
including management's ability to implement its plans as contemplated,
CoolBrands' relationship with its customers, franchisees, licensees and
licensors, governmental regulations and legislation. CoolBrands 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 09:00e 31-MAY-07

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