-----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, URA+gyYIJAZxVSYW2IBKgM+eGWF7tqPx3mnkU4uHCfkEIZ25NgT+fS5dqvCuxMJS HdVj53RyNReQr3bNFm0sZA== 0001047469-99-017289.txt : 19990503 0001047469-99-017289.hdr.sgml : 19990503 ACCESSION NUMBER: 0001047469-99-017289 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990429 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA CULINARY ACADEMY INC CENTRAL INDEX KEY: 0000858915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943042862 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21932 FILM NUMBER: 99606298 BUSINESS ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4157713536 MAIL ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 8-K 1 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: APRIL 29, 1999 (Date of earliest event reported) CALIFORNIA CULINARY ACADEMY, INC. --------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 0-21932 94-3042862 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 625 POLK STREET, SAN FRANCISCO, CALIFORNIA, 94102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 771-3536 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 5. OTHER EVENTS. On April 29, 1999, the Registrant issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release of the Registrant dated April 29, 1999 SIGNATURE 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. Dated: April 29, 1999. CALIFORNIA CULINARY ACADEMY, INC. By /s/ Charles E. White ------------------------------------------ Charles E. White Chief Financial Officer (Principal Financial and Accounting Officer) -2- Exhibit Index To California Culinary Academy, Inc. Report Form 8-K dated April 29, 1999
Sequentially Exhibit No. Exhibit Numbered Page - ----------- ------- ------------- 99.1 Press Release dated April 29, 1999 4
-3- EX-99.1 2 EX. 99.1 Exhibit 99.1 COMPANY PRESS RELEASE CALIFORNIA CULINARY ACADEMY ANNOUNCES PRIVATE OFFERING OF WARRANTS AND 10% CONVERTIBLE NOTES DUE 2005 SAN FRANCISCO, Calif.--April 29, 1999--California Culinary Academy, Inc. (Nasdaq:COOK) today announced that it has entered into an agreement to sell $7 million aggregate principal amount of its 10% Convertible Notes due 2005 and warrants to acquire 250,000 shares of its common stock, through a private offering to institutional buyers. The gross proceeds to the Company, prior to the exercise of the warrants, will be $7 million. The offering is expected to close in June 1999, subject to satisfaction of customary conditions, including shareholder approval. The notes will be convertible into common stock of the Company at a conversion price of $8 per share, subject to reduction in certain circumstances to a price not less than $6 per share. The notes have a six-year term with quarterly repayment of principal commencing on the last day of the thirtieth month after the date of closing. The warrants also have a six-year term and an exercise price equal to the conversion price of the notes. The Company stated that it intends to use the net proceeds of the offering in connection with the development of its second regional education and training campus in New Orleans, for potential acquisitions, and for the Company's general working capital needs. The notes and the warrants have not been registered under the Securities Act of 1933 or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. Currently operating out of its core campus in San Francisco and two College of Food campuses in Salinas, Calif., and San Diego, the California Culinary Academy is one of the largest culinary schools in the United States and an internationally-known leader and innovator in the arts education. The Company offers two fully accredited professional programs as well as programs in continuing education, and vocational and consumer training. The Company also provides contract training and consulting services for product development and operations in the public and private sectors. Information on the Company can be found on the Internet at http://www.baychef.com. This news release contains certain forward-looking statements, including statements concerning the Company's planned offering of notes and warrants. Such statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially. Such risks and -4- uncertainties include but are not limited to the Company's ability to maintain and increase its student enrollment, its ability to continue to meet the requirements for participation in Title IV financial aid programs administered by the U.S. Department of Education, competitive conditions and other factors described in the Company's annual report on Form 10-KSB, and other reports filed by the Company with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these statements. CONTACT: California Culinary Academy Inc., San Francisco Chuck White, 415/292-8258 or Richmont Consulting International, Los Angeles Edda Brown or Bret Hughes, 323/658-8088 -5- -----END PRIVACY-ENHANCED MESSAGE-----