-----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, FeOIoBB3R9x8fPbqvWJCLqliqwFO0qHArfRHBRdgAWMkC+1bLdeQBVfbcJlLiEYG AV6IGn+aHziwyUMQ+t/U+w== 0000892569-96-001597.txt : 19960816 0000892569-96-001597.hdr.sgml : 19960816 ACCESSION NUMBER: 0000892569-96-001597 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIEDRICH COFFEE CENTRAL INDEX KEY: 0000947661 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330086628 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21203 FILM NUMBER: 96613286 BUSINESS ADDRESS: STREET 1: 2144 MICHELSON DRIVE CITY: IRVINE STATE: CA ZIP: 9262682612 BUSINESS PHONE: 7142601600 MAIL ADDRESS: STREET 1: 2144 MICHELSON DRIVE CITY: IRVINE STATE: CA ZIP: 92612 8-A12G 1 DIEDRICH COFFEE - FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DIEDRICH COFFEE, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 33-0086628 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2144 MICHELSON DRIVE IRVINE, CALIFORNIA 92612 (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class is to to be so registered be registered - ------------------- ------------------------- NONE NOT APPLICABLE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE - ------------------------------------------ (Title of class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the Registrant's Securities (the "Common Stock"), is contained in the section entitled "Description of Capital Stock," in the prospectus included in the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633) filed with the Securities and Exchange Commission on July 23, 1996 and is incorporated by reference. ITEM 2. EXHIBITS 1.1 The Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633), filed on July 23, 1996, as amended.* 4.1 The Certificate of Incorporation of the Registrant is hereby incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).** 4.2 The Bylaws of the Registrant are hereby incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).** 4.3 The Purchase Agreement for Series A Preferred Stock dated as of December 11, 1992 by and among Diedrich Coffee, Martin R. Diedrich, Donald M. Holly, SNV Enterprises and D.C.H., L.P. is hereby incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).* 4.4 The Series B Stock Purchase Agreement dated as of June 29, 1995 by and among Diedrich Coffee, Martin R. Diedrich, Steven A. Lupinacci, Redwood Enterprises VII, L.P. and Diedrich Partners I, L.P. is hereby incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).* 4.5 The Representative's Warrant Agreement is hereby incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).** 5.1 The specimen stock certificate representing shares of Common Stock, no par value, of the Registrant is hereby incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).** - ------------- * Filed previously. **To be filed by amendment to the Registrant's Registration Statement. 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. DIEDRICH COFFEE Dated: August 13, 1996 By: /s/ Steven A. Lupinacci ---------------------------- Steven A. Lupinacci Chief Executive Officer 3 4 EXHIBIT INDEX
SEQUENTIALLY NUMBERED PAGE IN REGISTRATION EXHIBIT DESCRIPTION OF EXHIBIT STATEMENT - ------- ---------------------- ---------------- 1.1 The Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633) as amended to date.* N/A 4.1 The Certificate of Incorporation of the Registrant is hereby incorporated by reference to Exhibit 3.1 to the N/A Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).** 4.2 The Bylaws of the Registrant are hereby incorporated by reference to Exhibit 3.2 to the Registrant's Registration N/A Statement on Form S-1 (Reg. No. 333-08633).** 4.3 The Purchase Agreement for Series A Preferred Stock dated N/A as of December 11, 1992 by and among Diedrich Coffee, Martin R. Diedrich, Donald M. Holly, SNV Enterprises and D.C.H., L.P. is hereby incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).* 4.4 The Series B Stock Purchase Agreement dated as of June 29, N/A 1995 by and among Diedrich Coffee, Martin R. Diedrich, Steven A. Lupinacci, Redwood Enterprises VII, L.P. and Diedrich Partners I, L.P. is hereby incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).* 4.5 The Representative's Warrant Agreement is hereby N/A incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).**
4 5 5.1 The specimen stock certificate representing shares of Common Stock, no par value, of the Registrant is hereby N/A incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-08633).**
*Previously filed. **To be filed by amendment to the Registrant's Registration Statement on Form S-1. 5 -----END PRIVACY-ENHANCED MESSAGE-----