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 10, 2010

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)	(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 (see General Instruction A.2. below):

¨ 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 1.01 Entry Into a Material Definitive Agreement

On February 10, 2010, Diedrich Coffee, Inc. (the “Company”) entered into an Amendment No. 3 to 2001 Warrant (the “Amendment”) with Sequoia Enterprises, L.P., a California limited partnership (“Sequoia”). The Amendment provides that the Company shall give Sequoia no less than seven days prior written notice of an acquisition or an asset transfer. In addition, the Amendment removes the automatic exercise feature such that any exercise of the warrant in connection with an acquisition or asset transfer is voluntary rather than automatic.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Reference
10.1	Amendment No. 3 to 2001 Warrant by and between Diedrich Coffee, Inc. and Sequoia Enterprises, L.P.

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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.

	Diedrich Coffee, Inc.
Date: February 11, 2010
	/S/    SEAN M. MCCARTHY
		(Signature)
	Name:	Sean M. McCarthy
	Title:	President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Reference
10.1	Amendment No. 3 to 2001 Warrant by and between Diedrich Coffee, Inc. and Sequoia Enterprises, L.P.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO 2001 WARRANT

THIS AMENDMENT NO. 3 TO 2001 WARRANT (this “Amendment”) is made as of February 10, 2010 by and between Sequoia Enterprises, L.P., a California limited partnership (“Sequoia”), and Diedrich Coffee, Inc., a Delaware corporation (the “Company”).

Reference is made to that certain Warrant to purchase 250,000 shares of Company common stock issued by the Company to Sequoia on May 8, 2001, as amended on August 26, 2008 and November 10, 2008 (the “Warrant”). Capitalized terms but not defined herein have the respective meanings ascribed to them in the Warrant.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sequoia and the Company agree as follows:

1. Amendment of Automatic Conversion Feature of Warrant.

(a) Section 2.5 of the Warrant is hereby amended and restated in its entirety as follows:

“2.5 Acquisition; Asset Transfer. To the extent possible, the Company shall provide the Holder with no less than seven (7) days prior written notice of an Acquisition or an Asset Transfer.”

(b) The first sentence of Section 3.1 of the Warrant is hereby amended and restated in its entirety as follows:

“This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date; provided, if the Holder elects to exercise this Warrant in connection with an Acquisition or an Asset Transfer, the shares of Warrant Stock issuable upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares immediately prior to consummation of the Acquisition or Asset Transfer, as applicable.”

2. No Waiver or Further Amendment. Other than as specifically and expressly set forth above, nothing herein shall be construed as a waiver or amendment of any of the terms or conditions of the Warrant. This Amendment may not be amended except by an instrument in writing duly signed on behalf of Sequoia and the Company.

3. Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of California, without giving effect to its conflicts of law principles.

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4. Counterparts. This Amendment may be executed by facsimile or similar electronic transmission in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, Sequoia and the Company has duly executed this Amendment as of the date first above written.

SEQUOIA ENTERPRISES, L.P.
By:	/s/ Paul Heeschen
Name:	Paul Heeschen
Title:	General Partner
DIEDRICH COFFEE, INC.
By:	/s/ Sean M. McCarthy
Name:	Sean M. McCarthy
Title:	Chief Financial Officer

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