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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
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Date of report (Date of earliest event reported): February 4, 2004
COFFEE HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
Nevada 333-00588-NY 11-223811
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4401 First Avenue, Brooklyn, New York 11232-0005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 832-0800
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On February 4, 2003, Coffee Holding Co., Inc. ("Coffee Holding"), a Nevada
Corporation, acquired certain assets of Premier Roasters LLC ("Premier"), a
Delaware limited liability company pursuant to an Asset Purchase Agreement,
dated February 4, 2004, by and between Coffee Holding and Premier (the
"Agreement") which is attached as exhibit 2.1 to this report. The assets
purchased by Coffee Holding include all of the equipment, furniture and
fixtures, owned or used by Premier, located at Premier's La Junta and Rocky Ford
locations and all labels, finished and unfinished, for all coffee products owned
by Premier (together, the "Assets").
Coffee Holding purchased the Assets for $825,000 cash (the "Purchase
Price") that was available for general corporate purposes. Coffee Holding based
its Purchase Price upon an independent, third party appraisal of the Assets and
the funds were paid to secured creditors of Premier.
In connection with the Agreement, Coffee Holding has reached an agreement
with the City of La Junta, Colorado to lease the facility formerly operated by
Premier. Coffee Holding expects to begin operating in its new La Junta facility
within the next two weeks. Coffee Holding intends to use the Assets in the La
Junta facility to expand its integrated wholesale coffee roaster and dealer
operations to the western United States.
As a condition to its obligations under the Agreement, Coffee Holding also
entered into a licensing agreement with Del Monte Corporation, a Delaware
Corporation ("Del Monte"), for the exclusive right to use the S&W and IL
CLASSICO trademarks in the United States in connection with the production,
manufacture and sale of roasted whole bean and ground coffee for distribution at
the retail distribution level.
Item 5. Other Events
On February 10, 2004, Coffee Holding issued a press release announcing
that it had entered into the Asset Purchase Agreement with Premier and the
Licensing Agreement with Del Monte. The press release is attached to this report
as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) The following exhibits are furnished with this Report:
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated February 4, 2004, by and between
Coffee Holding Co., Inc. and Premier Roasters LLC.
99.1 Press Release, dated February 10, 2004.
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.
COFFEE HOLDING CO., INC.
By: /s/ Andrew Gordon
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Name: Andrew Gordon
Title: President and Chief Executive Officer
Date: February 19, 2004
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated February 4, 2004, by and between
Coffee Holding Co., Inc. and Premier Roasters LLC.
99.1 Press Release, dated February 10, 2004