-----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, HIjKv3uz7/0dQPTHsbXhIT60fmu6Nio3WAa413kB6yMIRPKgkZMy4mahL1kk4s4Q +c5lQzzDtKn6ujTFlvVepA== 0000892569-01-501257.txt : 20020412 0000892569-01-501257.hdr.sgml : 20020412 ACCESSION NUMBER: 0000892569-01-501257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011207 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIEDRICH COFFEE INC CENTRAL INDEX KEY: 0000947661 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330086628 STATE OF INCORPORATION: CA FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21203 FILM NUMBER: 1809170 BUSINESS ADDRESS: STREET 1: 2144 MICHELSON DRIVE STREET 2: STE A CITY: IRVINE STATE: CA ZIP: 9262682612 BUSINESS PHONE: 9492601600 MAIL ADDRESS: STREET 1: 2144 MICHELSON DRIVE CITY: IRVINE STATE: CA ZIP: 92612 8-K 1 a77786e8-k.txt FORM 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 (Date of earliest event reported): December 7, 2001 DIEDRICH COFFEE, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-21203 33-0086628 - ---------------------------- -------------------- ------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2144 Michelson Drive, Irvine, California 92612 - ---------------------------------------- ---------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 260-1600 N/A (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS. On December 7, 2001, the board of directors of Diedrich Coffee, Inc. (the "Company") announced that Randy Powell and Richard Spencer had joined the Company's board of directors. The board also appointed Mr. Powell to serve on the Company's audit committee. He will replace Paul Heeschen, who currently serves on the audit committee with Lawrence Goelman and Peter Churm. The terms of office for Mr. Powell and Mr. Spencer will be concurrent with the four existing directors. All of the Company's directors will stand for re-election at the 2002 annual meeting of stockholders. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit Number Description ------- ----------- 99.1 Press Release 2 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. DIEDRICH COFFEE, INC. a Delaware corporation By: /s/ Matthew C. McGuinness ---------------------------- Date: December 7, 2001 Matthew C. McGuinness Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release EX-99.1 3 a77786ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 [DIEDRICH COFFEE LOGO] For Immediate Release December 7, 2001 DIEDRICH COFFEE ANNOUNCES ADDITION OF TWO BOARD MEMBERS IRVINE, CA. DECEMBER 7, 2001 - DIEDRICH COFFEE, INC. (NASDAQ: DDRX), one of the largest specialty coffee retailers in the United States, today announced that Randy Powell and Richard Spencer have been appointed to the company's board of directors. Powell, President of Maple Leaf Pork, a division of Maple Leaf Foods, Inc., a Canadian company traded on the Toronto Stock Exchange, has extensive operational, franchising and marketing experience in the food service industry. Spencer has 15 years of strategic financial experience and is currently the manager of Westcliff Capital Management, LLC, a privately owned investment advisory firm in northern California. "The Board has been focused over the last year on expanding the size and experience of its membership," explained Paul C. Heeschen, the company's Chairman. "The recently announced improvements in the operational performance of the company permitted us to recruit individuals of this caliber. We had been in discussions with both of these men over the last couple of months and I was very pleased when they accepted our offer to join the board." "I am delighted that Messrs. Spencer and Powell have agreed to join the board," commented J. Michael Jenkins, the company's chief executive officer. "Their knowledge and experience will be valuable to our ongoing efforts to strengthen the company at all levels." The addition of Powell and Spencer to Diedrich Coffee's board brings the total number of directors to six. The terms of the two new directors will be concurrent with the four existing directors. All of the company's directors stand for election each year at the Annual Meeting of Stockholders. In addition to joining the board, Mr. Powell replaced Mr. Heeschen on the Audit Committee of the board. Powell previously served on Diedrich Coffee's Board from July 1999 to October 2000. Before assuming his present position with Maple Leaf Pork, Powell served as president and CEO of Second Cup Ltd., a publicly traded Canadian coffee company and the former parent company of Gloria Jean's Coffees, from August 1996 until November 2000. From 1993 until 1996, Powell was President and chief operating officer of S.C. Johnson & Son, Limited. Spencer has been manager or president of Westcliff Capital Management, LLC or its predecessor company since May 1993. Westcliff Capital Management, LLC is an investment advisor for investment funds and institutional and individual investors. Westcliff Capital Management, LLC is deemed to beneficially own approximately 21% of Diedrich Coffee's common stock because it is the general partner of or investment advisor to a number of the company's stockholders. ABOUT DIEDRICH COFFEE With headquarters in Irvine, Diedrich Coffee specializes in sourcing, roasting and selling the world's highest quality coffees. The company's two primary brands are Diedrich Coffee, with retail coffeehouses primarily in California, Colorado and Texas, and Gloria Jean's Coffees, the nation's leading retail chain of mall-based coffee stores. The company's 369 retail outlets, the majority of which are franchised, are located in 37 states and 11 foreign countries. Diedrich Coffee also sells its coffees through more than 375 wholesale accounts including office coffee service distributors, restaurants and specialty retailers, and via mail order and the Internet. For more information about Diedrich Coffee, call (800) 354-5282, or visit the company's Web sites at www.diedrich.com and www.gloriajeans.com. Forward Looking Statements Statements in this news release that relate to future plans, financial results or projections, events or performance are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and fall under the safe harbor. Actual results and financial position could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including, but not limited to, the ability to properly manage the repayment of the company's indebtedness, the successful management of Diedrich Coffee's growth strategy, the impact of competition, the availability of working capital and other risks and uncertainties described in detail under "Risk Factors and Trends Affecting Diedrich Coffee and its Business" in the company's annual report on Form 10-K for the fiscal year ended June 27, 2001. Investor Contact: Matt McGuinness, Chief Financial Officer (949) 260-6734 Media Contact: Catherine Saar, VP Brand Development (949) 260-6704 -----END PRIVACY-ENHANCED MESSAGE-----