8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 13, 2012

COFFEE HOLDING CO., INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32491	11-2238111
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3475 Victory Boulevard, Staten Island, New York	10314
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (718) 832-0800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 1.01 Entry into a Material Definitive Agreement.

On February 13, 2012, Coffee Holding Co., Inc. (the “Company”) extended the term of its financing agreement with Sterling National Bank (“Sterling”) until February 17, 2014.  In addition, the interest rate on the credit facility was reduced to the Wall Street Journal Prime rate, (which is currently 3.25%) plus one percent (1%), effective as of February 12, 2012.

The press release announcing the extended credit facility with Sterling is attached hereto as Exhibit 99.1.

99.1 Press release, dated February 16, 2012, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Announces Extension of Credit Facility Term and Reduction of Interest Rate”

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 hereunto duly authorized.

	COFFEE HOLDING CO., INC.
Date:  February 16, 2012	By:	/s/ Andrew Gordon
		Name:  Andrew Gordon
		Title:    President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Press release, dated February 16, 2012, issued by Coffee Holding entitled “Coffee Holding Co., Inc. Announces Extension of Credit Facility Term and Reduction of Interest Rate”

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:  Andrew Gordon, President & CEO

Telephone:  (718) 832-0800

Coffee Holding Co., Inc. Announces Extension of Credit Facility Term and Reduction of Interest Rate

STATEN ISLAND, New York – February 16, 2012.  Coffee Holding Co., Inc. (NASDAQ: JVA) (the “Company”) today announced that it renegotiated and extended the term of its financing agreement with Sterling National Bank until February 17, 2014.  In addition, the interest rate on the credit facility was reduced to the Wall Street Journal Prime rate, (which is currently 3.25%) plus one percent (1%), effective as of February 1, 2012.

“We are pleased to have been able to extend our line of credit facility at a significantly reduced interest rate with our lender of choice, Sterling National Bank.  We believe this extension solidifies our banking needs for the next two years and, at the same time, we will realize savings on our interest costs,” said Andrew Gordon, President and CEO.

“As always, we continue to search for ways to improve our costs of operation to enhance shareholder value,” added Mr. Gordon.

About Coffee Holding

Coffee Holding is a leading integrated wholesale coffee roaster and dealer in the United States and one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences and price points.  Coffee Holding has been a family-operated business for three generations and has remained profitable through varying cycles in the coffee industry and the economy.  The Company’s private label and branded coffee products are sold throughout the United States, Canada and abroad to supermarkets, wholesalers, and individually owned and multi-unit retail customers.

Any statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  We have based these forward-looking statements upon information available to management as of the date of this release and management’s expectations and projections about certain future events.  It is possible that the assumptions made by management for purposes of such statements may not materialize.  Actual results may differ materially from those projected or implied in any forward-looking statements.  Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions, and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings.  The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.