-----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, HG1YJb6mBytwW+JdY8llqz7kU0SOXivKD4bKyLoTGWJS/3QQaBXnes7be2P+3bQP 2Qqx7048JvK78B3A5vKD2A== 0000868075-03-000047.txt : 20031014 0000868075-03-000047.hdr.sgml : 20031013 20031014095539 ACCESSION NUMBER: 0000868075-03-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031006 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSICA GROUP INC CENTRAL INDEX KEY: 0000868075 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 133413467 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19721 FILM NUMBER: 03938075 BUSINESS ADDRESS: STREET 1: 1835 SWARTHMORE AVENUE CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: 7323633800 MAIL ADDRESS: STREET 1: 1835 SWARTHMORE AVE CITY: LAKEWOOD STATE: NJ ZIP: 08701 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE SPECIALTY FOODS INC /NY/ DATE OF NAME CHANGE: 19600201 8-K 1 tcgi8k1014.txt FORM 8K, ITEMS 5 AND 7 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 October 6, 2003 Date of Report (Date of earliest event reported) THE CLASSICA GROUP, INC. (Exact name of Registrant as specified in charter) NEW YORK (State or other jurisdiction of incorporation) 0-19721 13-3413467 (Commission File No.) (IRS Employer Identification Number) 2400 Main Street Suite 12 Sayreville, New Jersey 08872 (Address of Principal Executive Office) (732) 363-3800 (Registrant's telephone number, including area code) (Former Address, if changed since last Report) ITEM 5. OTHER EVENTS On October 6, 2003, the Company issued a press release acknowledging that it is aware of the proceedings that were initiated against Mr. Scott G. Halperin, then the Company's Chairman and Chief Executive Officer. On October 7, 2003, the Company issued a press release announcing that its Board of Directors met to address those proceeding, but adjourned to enable Mr. Halperin to meet with his attorney. On October 8, 2003, the Company issued a press release announcing the resignation of Mr. Halperin as director, Chairman and Chief Executive Officer, and the appointment of Mr. Bernard F. Lillis, Jr. as acting Chief Executive Officer until such time as a replacement is hired. Copies of the press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits Description 99.1 Press Release dated October 6, 2003. 99.2 Press Release dated October 7, 2003. 99.3 Press Release dated October 8, 2003. 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. THE CLASSICA GROUP, INC. DATE: October 10, 2003 By: /s/ Bernard F. Lillis, Jr. -------------------------- Bernard F. Lillis, Jr. Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description 99.1 Press Release dated October 6, 2003. 99.2 Press Release dated October 7, 2003. 99.3 Press Release dated October 8, 2003. EX-99.77Q1 3 e9911014.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 THE CLASSICA GROUP ACKNOWLEDGES CHARGES AGAINST CEO October 6, 2003, Sayreville, New Jersey - The Classica Group, Inc. (NASDAQ: TCGI) today acknowledged that it is aware of the proceedings that have been initiated against its Chairman and Chief Executive Officer, Scott G. Halperin. At this time, the Company is unaware of the specifics of the charges against Mr. Halperin or the alleged facts on which the charges are based, but is endeavoring to determine them. The Company's Board of Directors is planning to meet tomorrow, October 7, 2003, to review this situation and its potential impact on the Company. However, the Company fully expects to continue its business operations without interruption. Classica is closed today in observance of Yom Kippur. The Company will promptly disclose any further information relating to this issue as it becomes available. For information contact: W. Raymond Felton, Esq. 732-549-5600 EX-99.77Q1 4 e9921014.txt EXHIBIT 99.2 - PRESS RELEASE Exhibit 99.2 THE CLASSICA GROUP BOARD MEETS TO ADDRESS CHARGES AGAINST CEO October 7, 2003, Sayreville, New Jersey - The Classica Group, Inc. (NASDAQ: TCGI) today announced that its Board of Directors met today to address the proceedings that have been initiated against its Chairman and Chief Executive Officer, Scott G. Halperin. The Board adjourned without taking action in order to allow Mr. Halperin to meet with his personal attorney. The Board expects to meet again tomorrow, October 8, 2003, to continue its review of this situation and its potential impact on the Company. The Board reiterated that the Company fully expects to continue its business operations without interruption. Furthermore, the Company stated that there is no family relationship between one of its directors, Alan Rubin, and one of the other individuals charged, Daniel Rubin, nor is Alan Rubin involved in any way with Rubin Investment Group, Inc. No complaints have been filed against Alan Rubin. The Company will promptly disclose any further information relating to this issue as it becomes available. For information contact: W. Raymond Felton, Esq. 732-549-5600 EX-99.77Q1 5 e9931014.txt EXHIBIT 99.3 - PRESS RELEASE Exhibit 99.3 SCOTT HALPERIN RESIGNS AS CHAIRMAN AND CEO OF THE CLASSICA GROUP, INC. October 8, 2003, Sayreville, New Jersey - The Classica Group, Inc. (NASDAQ: TCGI) today announced that its Board of Directors accepted the resignation of Scott G. Halperin as director, Chairman and Chief Executive Officer of the Company. Mr. Halperin has agreed to remain available to the Company at its request to provide services as the Company's management deems necessary. The Company stated that its Chief Financial Officer, Bernard F. Lillis, Jr., has agreed to serve as acting Chief Executive Officer until such time as a permanent replacement is hired. For information contact: W. Raymond Felton, Esq. 732-549-5600 -----END PRIVACY-ENHANCED MESSAGE-----