8-K/A 1 cci8k.txt AMENDED FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8 - K-A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 13, 2002 The Classica Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 0-19721 13-3413467 (STATE OR JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1835 SWARTHMORE AVE, LAKEWOOD, NEW JERSEY 08701 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (732) 363-3800 Item 2. ACQUISITION OR DISPOSITION OF ASSETS a. On December 31, 2002 ("the closing date"), The Classica Group, Inc.'s wholly owned subsidiary Cucina Classica Italiana, Inc. ("CCI") divested its Galbani(R) brand cheese and meat products importing and distribution business segment to Atalanta Corporation, a New York Corporation with offices at Atalanta Plaza, Elizabeth, New Jersey 07206 ("Atalanta"). CCI previously sold its domestic grated, shredded and dry cheese processing and distribution business segment to Tipico Products Company, Inc. ("Tipico"), an affiliate of Atalanta. The nature and amount of the consideration received was: Cash $ 980,394.88 Assumption by Atalanta of a portion of the Trade Account Payable due to S.p.A. Egidio Galbani from CCI 300,000.00 -------------- Total Consideration $ 1,280,394.88 ============== The amount of the consideration was determined through arms length negotiations between the parties. There was no material relationship between Atalanta, Tipico, and The Classica Group, Inc. or any of its affiliates, any director or officer of The Classica Group, Inc., or any associate of any such director or officer. In this amended Form 8-KA the pro forma financial information provided in Item 7(b) includes the consideration received in the transactions, which was not previously presented. Item 5. OTHER EVENTS On December 13, 2002, the Company completed a private placement of shares of its common stock at market from which the Company received gross proceeds of $1,030,000. The common stock issued in the transaction are subject to a registration rights agreement which, among other provisions, requires that the Company file to register the shares with the Securities and Exchange Commission within 30 days. (An extension of 7 days to January 20, 2003 has been obtained by the Company.) The Company intends to use the proceeds to fund the growth of its microwave technology segment. The pro forma financial information provided in Item 7(b) includes the effect of this private placement. Item 7. FINANCIAL STATEMENTS AND EXHIBITS b. Pro Forma Financial Information. THE CLASSICA GROUP, INC. AND SUBSIDIARIES Pro Forma Consolidated Balance Sheet (Unaudited) September 30, 2002 ASSETS ------------ Current Assets: Cash and cash equivalents $ 1,727,681 Accounts receivable 313,440 Inventories 413,627 Prepaid expenses and other current assets 114,117 ------------- Total current assets 2,568,865 Property and equipment, net 447,731 Intangible assets, net 1,471,761 Other assets 49,933 ------------- TOTAL ASSETS $ 4,538,290 ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Liabilities: Accounts payable $ 642,137 Accrued expenses 14,107 ------------- Total current liabilities 656,244 ------------- STOCKHOLDERS' EQUITY Preferred stock Class A participating convertible preferred shares, $1 par value, stated at liquidation value, authorized 200 shares of which 16.5 shares are issued and outstanding. 397,898 Common stock Par value $.001 - 25,000,000 shares authorized, 4,846,594 issued and outstanding 4,846 Additional paid-in-capital 5,648,132 Accumulated deficit (2,168,830) ------------- Total Stockholders' Equity 3,882,046 ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,538,290 ============= THE CLASSICA GROUP, INC. AND SUBSIDIARIES Pro Forma Consolidating Statement of Operations For the Nine Month Period Ended September 30, 2002 (Unaudited) (See footnote below) Consolidated Cucina Classica The September 30, Classica Microwave Classica 2002 Italiana Technologies Group --------------------------------------------------------------- Net revenue $ 42,487 $ - $ 30,114 $ 12,373 Cost of sales - - - --------------------------------------------------------------- Gross profit 42,487 - 30,114 12,373 Selling, general and administrative expenses 978,169 - 444,834 533,335 --------------------------------------------------------------- Income (loss) from continuing operations (935,682) - $ (414,720) $(520,962) ================================================= Income from operations of CCI 90,829 Income from disposal of CCI assets 527,076 -------------- Net loss $(317,777) ============== THE CLASSICA GROUP, INC. AND SUBSIDIARIES Pro Forma Consolidating Statement of Operations For the Year Ended December 31, 2001 (Unaudited) (See footnote below) Consolidated Cucina Classica The September 30, Classica Microwave Classica 2002 Italiana Technologies Group --------------------------------------------------------------- Net revenue $ 38,382 $ - $ 443 $ 37,939 Cost of sales - - - - --------------------------------------------------------------- Gross profit 38,382 - 443 37,939 Selling, general and administrative expenses 632,284 - 118,693 513,591 --------------------------------------------------------------- Income (loss) continuing operations (593,902) $ - $ (118,250) $ (475,652) ================================================= Discontinued Operations Income from operation of CCI 281,386 Loss from operation of Deli King (179,074) Income from disposal of CCI assets 527,076 Loss from disposal of Deli King business (728,494) -------------- Net loss $ (693,008) ============== c. Exhibits Exhibit 10.1 Agreement with Atalanta for the sale of the import cheese business. Exhibit 10.2 Agreement with Tipico for the sale of the domestic cheese business. 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 the undersigned thereunto duly authorized THE CLASSICA GROUP, INC. -------------------- (Registrant) Date: JANUARY 13, 2003 By:/s/ Scott G. Halperin --------------------- Scott G. Halperin Chairman and Chief Executive Officer JANUARY 13, 2003 By:/s/ Bernard F. Lillis, Jr. --------------------------- Bernard F. Lillis, Jr. Chief Financial Officer and Chief Administrative Officer