-----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, LDeid4PbVji3EPmN8XtgfrzPPprflmDpQzVs32hHL7gfHJczR0+cazfW/4Yk0WUJ y4iuBI83DBBjcBQBV6d8Tg== 0001047469-99-026673.txt : 19990709 0001047469-99-026673.hdr.sgml : 19990709 ACCESSION NUMBER: 0001047469-99-026673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990708 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990708 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: SEC FILE NUMBER: 000-21203 FILM NUMBER: 99660628 BUSINESS ADDRESS: STREET 1: 2144 MICHELSON DRIVE STREET 2: STE A CITY: IRVINE STATE: CA ZIP: 9262682612 BUSINESS PHONE: 7142601600 MAIL ADDRESS: STREET 1: 2144 MICHELSON DRIVE CITY: IRVINE STATE: CA ZIP: 92612 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 (Date of earliest event reported): July 7, 1999 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 2(a). ACQUISITION OR DISPOSITION OF ASSETS On July 7, 1999, Diedrich Coffee, Inc. completed its acquisition of Coffee People, Inc. The acquisition was effected by way of a merger of CP Acquisition Corp., an indirect wholly owned subsidiary of Diedrich Coffee, with and into Coffee People. As a result of the merger, each share of Coffee People common stock was converted into the right to receive $2.11 in cash and 0.14 share of Diedrich Coffee common stock. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) and (b) Financial Statements of Coffee People, Inc. and pro forma financial information were included in Amendment No. 1 to Form S-1, filed on June 7, 1999. (c) EXHIBITS. The following exhibits are filed with this report on Form 8-K:
Exhibit Number Description --------- ------------------------------------------------------------------- 99.1 Press Release: "Shareholders Approve Diedrich Coffee's Acquisition of Coffee People," dated June 30, 1999.
2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. DIEDRICH COFFEE, INC. a Delaware corporation Date: July 8, 1999 By: /s/ Ann Wride ---------------------------------- Ann Wride Chief Financial Officer 3 EXHIBIT INDEX
Exhibit Number Description --------- ------------------------------------------------- 99.1 Press Release: "Shareholders Approve Diedrich Coffee's Acquisition of Coffee People," dated June 30, 1999.
4 EX-99.1 2 EXHIBIT 99.1 WEDNESDAY JUNE 30, 11:17 PM EASTERN TIME COMPANY PRESS RELEASE SHAREHOLDERS APPROVE DIEDRICH COFFEE'S ACQUISITION OF COFFEE PEOPLE PRICING OF FOLLOW-ON PUBLIC OFFERING COMPLETED IRVINE, Calif--(BUSINESS WIRE)--June 30, 1999--Diedrich Coffee Inc. (Nasdaq:DDRX - news) and Coffee People Inc. (Nasdaq:MOKA - news) announced that during meetings held earlier today, shareholders for both companies approved Diedrich Coffee's acquisition of Coffee People. The acquisition, which is expected to close by July 7, 1999, positions Diedrich Coffee as the second-largest company in the specialty coffee market and as the industry leader in mall-based coffee stores. The combined company will have annual systemwide sales of more than $150 million through 361 locations in 38 states and six foreign countries. In aggregate, Coffee People shareholders will receive $23 million in cash and 1.5 million shares of Diedrich Coffee common stock. Each outstanding share of Coffee People common stock will be converted into 0.14 shares of Diedrich Coffee common stock and $2.11 in cash. Diedrich Coffee's follow-on public offering of 4.6 million shares of common stock was fully subscribed and priced today at $6.00 per share. All shares were offered by the company through an underwriting group managed by BancBoston Robertson Stephens Inc., Dain Rauscher Wessels, a division of Dain Rauscher Inc., and First Security Van Kasper. As previously announced, the company has granted the underwriters a 30-day option to purchase 690,000 shares to cover over-allotments. Net proceeds from the offering will be used to finance the cash payment to Coffee People stockholders and to pay fees and expenses related to the acquisition. The remaining proceeds will be used for general corporate purposes. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. A preliminary prospectus relating to this offering may be obtained from BancBoston Robertson Stephens Inc. at 555 California St., San Francisco, Calif. 94104, 415/781-9700; Dain Rauscher Wessels, a division of Dain Rauscher Inc., at 60 South 6th St., Minneapolis, Minn. 55402, 612/371-2800; or First Security Van Kasper at 600 California St., San Francisco, Calif. 94108, 415/391-5600. 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 and 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 successful closing of this transaction, impact of competition, the availability of working capital and other risks and uncertainties described in detail under "Certain Factors and Trends Affecting Diedrich Coffee and its Business" in the company's annual report on Form 10-K for the fiscal year ended Jan. 27, 1999. For more information about Diedrich Coffee, call 800/354-5282 or visit the company's Web site at www.diedrich.com. Contact: Diedrich Coffee Inc., Irvine Ann Wride, 949/260-6713 (Investor Contact) or BSMG Worldwide, Los Angeles Dan Cahill, 310/966-5513 (Media Contact) -----END PRIVACY-ENHANCED MESSAGE-----