8-K

UNITED STATES

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): February 12, 2008

DIEDRICH COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-21203	33-0086628
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

28 Executive Park, Suite 200

Irvine, California 92614

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (949) 260-1600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 12, 2008, Diedrich Coffee, Inc. (the “Company”) received a staff deficiency letter from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Marketplace Rule 4350(d)(2)(A) due to the vacancy created on the audit committee by the resignation of J. Russell Phillips from his position as a member of the Company’s audit committee in connection with his appointment as the Company’s Chief Executive Officer. Nasdaq Marketplace Rule 4350(d)(2)(A) requires each Nasdaq issuer to have at least three independent members on its audit committee. The Company previously disclosed Mr. Phillips’ resignation and the Company’s written notice to Nasdaq indicating that the Company’s audit committee consisted of only two members following Mr. Phillips’ resignation on a Form 8-K filed with the Securities and Exchange Commission on February 8, 2008 (“February 8 Form 8-K”).

Under Nasdaq Marketplace Rule 4350(d)(4), Nasdaq has provided the Company with a cure period in order to regain compliance with Nasdaq Marketplace Rule 4350. The Company has until the earlier of its next annual stockholders meeting or February 7, 2009 to evidence compliance with this requirement. If, however, the next annual stockholders meeting is held before August 5, 2008, then the Company must evidence compliance no later than August 5, 2008. As disclosed in the February 8 Form 8-K, the Company’s board of directors is searching for a qualified candidate to appoint as an additional director, who would serve on the audit committee.

On February 15, 2008, in accordance with Nasdaq Marketplace Rule 4803(a), the Company issued a press release regarding its receipt of the deficiency letter and the Nasdaq rules upon which such deficiency letter was based. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Diedrich Coffee, Inc., dated February 15, 2008

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.

Date: February 15, 2008	DIEDRICH COFFEE, INC.
	By:	/s/ Sean M. McCarthy
		Sean M. McCarthy
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Diedrich Coffee, Inc., dated February 15, 2008

EX-99.1

Exhibit 99.1

Diedrich Coffee Receives Deficiency Letter from NASDAQ

Irvine, Calif. — February 15, 2008 — Diedrich Coffee, Inc. (NASDAQ: DDRX) today announced that it received a Nasdaq Staff Deficiency Letter on February 12, 2008 indicating that Diedrich Coffee no longer complies with Nasdaq’s audit committee requirements as set forth in Nasdaq Marketplace Rule 4350, which requires Nasdaq-listed companies to have an audit committee consisting of at least three independent members.

As a result of J. Russell Phillips’ resignation from Diedrich Coffee’s audit committee due to his appointment as Chief Executive Officer of Diedrich Coffee on February 7, 2008, Diedrich Coffee’s audit committee presently has only two members. Nasdaq has requested that Diedrich Coffee provide evidence of compliance with Nasdaq Marketplace Rule 4350 on or before the earlier of Diedrich Coffee’s next annual stockholders meeting or February 7, 2009 (or if the next annual stockholders meeting is held before August 5, 2008, then no later than August 5, 2008).

Russ Phillips, President & Chief Executive Officer of Diedrich Coffee, stated “We have initiated a search for an additional independent director who will serve on the audit committee, and we intend to be fully compliant with Nasdaq requirements as soon as possible.”

About Diedrich Coffee

With headquarters in Irvine, California, Diedrich Coffee specializes in sourcing, roasting and selling the world’s highest quality coffees. The Company’s three brands are Diedrich Coffee, Gloria Jean’s Coffees and Coffee People. Diedrich Coffee sells its coffees through wholesale accounts including office coffee service distributors, restaurants and specialty retailers, and via the Company’s web stores. As of January 31, 2008, the Company also has 136 retail outlets, the majority of which are franchised, located in 30 states. For more information about Diedrich Coffee, call 800/354-5282, or visit the Company’s web sites at www.diedrich.com or 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 financial and operating performance of the Company’s retail operations, the Company’s ability to maintain profitability over time, the successful execution of the Company’s growth strategies, franchisee’s adherence to the Company’s practices, policies and procedures, 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, 2007 and subsequently filed quarterly reports on Form 10-Q.

Information Contact:

Sean McCarthy

Chief Financial Officer

(949) 260-6734

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