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Filed pursuant to Rule 424(b)(3)
Registration No. 333-97321
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED AUGUST 8, 2002)
2,507,452
BRIAZZ, Inc.
COMMON STOCK
This prospectus supplement supplements the prospectus dated August 8, 2002, and all prior supplements thereto, relating to the offer and sale by the selling stockholders identified in the prospectus of up to 2,507,452 shares of our common stock. This prospectus supplement includes our Current Report on Form 8-K dated December 13, 2002, which was filed with the Securities and Exchange Commission as of December 16, 2002.
This prospectus supplement should be read in conjunction with the prospectus dated August 8, 2002, the prospectus supplement no. 1 dated November 18, 2002, and the prospectus supplement no. 2 dated December 5, 2002, which are to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to such documents, except to the extent that the information in this prospectus supplement updates and supercedes such information.
Investing in the shares involves risks. See “Risk Factors” beginning on page 12 of the prospectus dated August 8, 2002 and the risk factors included in Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2002, which is included in the prospectus supplement no. 1 dated November 18, 2002.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 16, 2002.
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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):December 3, 2002
BRIAZZ, INC.
(Exact name of registrant as specified in its charter)
| Washington | 000-32527 | 91-1672311 | ||
| (Jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
3901 7th Avenue South, Suite 200
Seattle, Washington 98108-5206
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code:(206) 467-0994
Not Applicable
(Former name or address, if changed since last report)
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| Item 5. Other Events | ||||||||
| SIGNATURES | ||||||||
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Item 5. Other Events
On December 11, 2002, Flying Food Group, L.L.C. (“FFG”), a provider of in-flight catering services at major international airports in the United States, and food products for grocery and specialty retail, loaned Briazz, Inc. an additional $225,000 to be used for working capital purposes. This loan is due on demand of FFG and is secured by a pledge of Briazz’s assets. FFG or its affiliates have now loaned Briazz an aggregate of $1,025,000.
In connection with the additional funding provided by FFG, Laurus Master Fund, Ltd., the holder of the company’s 14% secured convertible note with an original principal amount of $1.25 million, agreed with FFG that the security interests held by FFG and Laurus would have equal priority. Further, Laurus deferred scheduled monthly principal payments under the note until February 28, 2003. In consideration for this accommodation by Laurus, Briazz (i) issued to Laurus a warrant to purchase 150,000 shares of common stock at $0.50 per share and (ii) amended the terms of the note to reduce the fixed conversion price under the note from $1.20 to $0.50.
As part of its previously announced plan to outsource its food production needs, on December 9, 2002, Briazz, Inc. closed its central kitchen in Los Angeles and transferred its food production operations in Los Angeles to FFG. Briazz’ Chicago central kitchen was closed in late November and its food production operations were also transferred to FFG.
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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 duly authorized undersigned.
| BRIAZZ, INC. | ||
| /s/ Victor D. Alhadeff | ||
| Date: December 13, 2002 | ||
| Victor D. Alhadeff | ||
| Chief Executive Officer, Chief Financial Officer, Secretary and Chairman |
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