-----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, EpLFSLoUNlHHcYUYKM7QnSs7LuxvCb2bssJATRT2fUtgrQNVUdp6Dp+dUYQ4daRK GD+Hff16p3DexuDQ7FTHrA== 0001279569-07-000810.txt : 20070601 0001279569-07-000810.hdr.sgml : 20070601 20070601102041 ACCESSION NUMBER: 0001279569-07-000810 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070531 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 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: 07892740 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 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
 
Material Change Report

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1
 
Exhibit 99.1
 
 
Form 51-102F3
Material Change Report

1.
Name and Address of Company
 
CoolBrands International Inc. (the “Issuer”)
210 Shields Court
Markham, Ontario
L3R 8V2

2.
Date of Material Change
 
May 31, 2007
 
3.
News Release
 
A press release disclosing the material change was issued via CNW Group on May 31, 2007 in Toronto, Ontario.
 
4.
Summary of Material Change
 
The Issuer announced that in accordance with the special resolution passed by the Issuer’s shareholders on February 27, 2006, the Issuer has filed articles of amendment in order to effect the elimination of its dual class share structure.
 
5.
Full Description of Material Change
 
The Issuer (TSX: COB.A) announced that, in accordance with the special resolution passed by the Issuer’s shareholders on February 27, 2006, the Issuer 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 Issuer’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 Issuer’s multiple voting shares and subordinate voting shares being changed into common shares, the TSX ticker symbol currently representing the Issuer’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 Issuer’s dual class structure, the Issuer 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 Issuer in favour of nominees proposed for election as directors, has been terminated, effectively immediately.
 

- 2 -
 
The Issuer 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.
 
6.
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
 
Not applicable.
 
7.
Omitted Information
 
Not applicable.
 
8.
Executive Officer
 
Further information regarding the matters described in this report may be obtained from Michael Serruya, Chief Executive Officer of the Issuer, (905) 479-8762
Dated this 31st day of May, 2007.


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