UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 5, 2002
BRIAZZ, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington
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(State or Other Jurisdiction of Incorporation)
000-32527 91-1672311
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(Commission File Number) (IRS Employer Identification No.)
3901 7th Avenue South, Suite 200
Seattle, Washington 98108-5206
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code (206) 467-0994
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Forward-Looking Statements
The following discussion contains forward-looking statements within the meaning
of section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934. Such statements include statements regarding potential
financings, the timing, amount and type of such financings, the creation and
expansion of wholesale relationships, including relationships with Target and
Albertson's, and the number of units that could be sold and the amount of
revenue and profits that could be realized through such relationships. Our
actual results and the timing of such events could differ materially from those
anticipated in these forward-looking statements as a result of certain factors
including, but not limited to, those described in connection with the
forward-looking statement, the uncertainty of obtaining financing on terms
favorable to us, if at all, uncertain market acceptance and profitability of our
new products, the uncertainty of whether our initial product tests in Target and
Albertson's stores will be successful, the uncertainty of whether Target,
Albertson's or other wholesale customers will enter into broadened or national
sales agreements with us, our lack of experience in selling our products on a
national basis, reliance on new customers, and the factors listed in Exhibit
99.1 to our quarterly report for the period ended March 31, 2002, which factors
are hereby incorporated by reference in this report.
Although we believe the expectations reflected in our forward-looking statements
are reasonable, based on the assumptions accompanying such statements, we cannot
guarantee future results, levels of activity, performance or achievements or
other future events. We cannot guarantee future results, levels of activity,
performance or achievements or other future events. Moreover, neither we nor
anyone else assumes responsibility for the accuracy and completeness of
forward-looking statements. We are under no duty to update any of our
forward-looking statements after the date of this filing. You should not place
undue reliance on forward-looking statements.
Item 5. Other Events
In our annual meeting of shareholders to be held today, Victor D. Alhadeff, our
Chief Executive Officer, will state that:
- we are attempting to secure a $1.2 million convertible debt financing in
the near term; and
- we may seek, in the fourth quarter of 2002, approximately $5 million to
$10 million in additional financing, depending upon the success of our
initiatives with current and potential wholesale customers.
The securities offered in such financings have not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from the registration thereunder.
Item 9. Regulation FD Disclosure
In our annual meeting of shareholders to be held today, Mr. Alhadeff will state
that we began testing our new frozen panini products in 8 Target stores (4 in
Seattle, 4 in Chicago) on May 20, 2002, and have reached agreement to begin
testing our products in 30 Albertson's stores in southern California on July 8,
2002.
Mr. Alhadeff will also describe the potential opportunity for expanding our
wholesale accounts through extended shelf-life products and frozen products and
note that, if BRIAZZ's products are successfully tested and we are able to enter
into agreements with Target and Albertson's to sell such products through
additional stores, then:
- assuming that our products are sold in 630 Albertson's stores in our
current markets at a rate of 40 units per day and such sales are
profitable, we could potentially achieve an annual revenue of $17,200,000
and an annual profit of $2,400,000 with respect to such sales; and
- assuming that our products are sold in 900 Target stores nationally at a
rate of 20 units per day and such sales are profitable, we could
potentially achieve an annual revenue of $10,700,000 and an annual profit
of $850,000 with respect to such sales.
Mr. Alhadeff will note, further, that if these product offerings
are successful in Target and Albertson's stores:
- we may be able to enter into similar agreements with other large
retailers; and
- if we are able to secure agreements to sell our products through two
additional such retailers on a national basis, we could potentially achieve
an annual revenue of $15,600,000 and an annual profit of $2,600,000 through
such additional relationships.
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.
BRIAZZ, INC.
Date: June 5, 2002 By /s/ Tracy Warner
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Tracy Warner
Chief Financial Officer