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):
May 21, 1997
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Coffee People, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 0-21397 93-1073218
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
15100 SW Koll Parkway, Suite J, Beaverton, Oregon 97006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 672-9603
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Coffee People, Inc., an Oregon corporation ("Coffee People"),
purchased 15 retail specialty coffee stores located in Phoenix and Tucson
Arizona, and a related coffee bean wholesale business, from The Coffee
Plantation, Inc., an Arizona corporation ("Coffee Plantation") effective May 21,
1997.
The sale occurred pursuant to an Assets Purchase Agreement
between Coffee People, Coffee Plantation and The Second Cup Inc., the sole
shareholder of Coffee Plantation, ("Second Cup"), dated as of April 21, 1997
(the "Assets Purchase Agreement").
The purchase price for the assets was approximately $8.4
million, a sum determined by negotiation between the parties. Coffee People paid
the full purchase price in cash at closing. The purchase price is subject to
certain adjustments as provided in the Assets Purchase Agreement.
The assets acquired include inventory, machinery, fixtures,
equipment, leasehold interests in the stores and other operating assets.
The foregoing description of the Assets Purchase Agreement is
qualified in its entirety by reference to the Assets Purchase Agreement, a copy
of which has been filed with the Commission.
Coffee People financed $6 million of the purchase price with a
5-year term loan from Bank of America NT & SA, upon the terms and conditions set
forth in a loan agreement, a copy of which has been filed with the Commission.
ITEM 5. OTHER EVENTS
On May 21, 1997 the Board of Directors of Coffee People accepted the
resignation of Mr. James L. Roberts as Chief Executive Officer. Mr. Roberts will
continue to serve as Chairman of the Board of Directors. The Board of Directors
appointed Taylor H. Devine as President and Chief Executive Officer effective
May 21, 1997 and continuing until his resignation or until a successor is
appointed by the Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is impractical to provide the required financial statements
relating to the acquisition at the present date. The Company will file the
required statements not later than August 4, 1997.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information relating to the acquisition at the present date. The Company will
file the required information not later than August 4, 1997.
(c) Exhibits
2.1 Assets Purchase Agreement, dated April 21, 1997,
between Coffee People, Coffee Plantation and Second
Cup (omitting all schedules and exhibits)*.
2.2 Amendment No. 1 to Business Loan Agreement, dated
April 21, 1997 between Bank of America NT & SA and
Coffee People*.
2.3 Press Release, dated May 22, 1997, announcing (i) the
resignation of James L. Roberts as Chief Executive
Officer of Coffee People; (ii) the appointment of
Taylor H. Devine as President and Chief Executive
Officer; and (iii) the closing of the acquisition of
the Coffee Plantation stores.
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* Incorporated by reference to the Company's Report on Form 8-K, as
filed on April 28, 1997.
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 PEOPLE, INC.
(Registrant)
Date: May 27, 1997 By: /s/ Kenneth B. Ross
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Kenneth B. Ross
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Page
2.1 Assets Purchase Agreement, dated April 21, 1997, between
Coffee People, Coffee Plantation and Second Cup, Inc.
(omitting all schedules and exhibits)*.
2.2 Amendment No. 1 to Business Loan Agreement, dated
April 21, 1997 between Bank of America NT & SA and
Coffee People*.
2.3 Press Release, dated May 22, 1997, announcing (i) the
resignation of James L. Roberts as Chief Executive
Officer of Coffee People; (ii) the appointment of
Taylor H. Devine as President and Chief Executive
Officer; and (iii) the closing of the acquisition of
the Coffee Plantation stores.
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* Incorporated by reference to the Company's Report on Form 8-K, as
filed on April 28, 1997.