EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Media Contact: Suzanne Higgins, MWW/Savitt (206) 505-8312
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BRIAZZ COMPLETES $1.25 MILLION FINANCING
SEATTLE - June 20, 2002 - Briazz (NASDAQ: BRZZ), the gourmet grab and go cafe
chain, announced today that it completed a $1.25 million convertible debt
financing through the Laurus Master Fund, LTD. This financing will provide the
company additional working capital as Briazz focuses on key strategic
initiatives, including growing cafe sales and adding significant new wholesale
accounts.
"This is a strong endorsement of Briazz's business, its business model, and its
prospects. As we reported in our annual meeting, this financing is an important
component of our plan to position the company with a strong balance sheet as a
foundation for achieving our profit goals," Victor Alhadeff, CEO and chairman of
Briazz, said. "This financing comes at a time in the market when obtaining
capital is increasingly difficult and we are pleased to establish a relationship
with such a well-respected organization."
In connection with the investment by Laurus, Briazz issued an 18-month
convertible note, with a coupon rate of 14 percent. The note may be converted at
any time into common stock of Briazz at a fixed conversion price of $1.20 per
share. Briazz may, at its election, pay the principal and interest on the note
in cash, common stock valued in accordance with the terms of the note, which may
vary with the market price of the common stock, or a combination of cash and
stock. Laurus was issued a five-year warrant to purchase 250,000 shares of
common stock at exercises prices ranging from $1.43 to $1.95. Laurus also has
registration rights covering the shares issuable upon conversion of the note and
exercise of the warrant.
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Briazz Completes $1.25 Million Financing, p. 2
"We believe the company is well positioned to take advantage of significant
opportunities and expand the Briazz brand," David Grin, fund manager of Laurus
Master Fund, LTD, said. "We view this funding as the first step in a long-term
relationship with Briazz."
"Our capital plan has at least two phases," Mr. Alhadeff said. "This financing
represents the completion of the first phase. In the near future, we will begin
working on a $5 million to $10 million financing to truly strengthen our balance
sheet and provide significant long-term growth capital."
ABOUT LAURUS MASTER FUND
Laurus is a private equity fund, based in New York City, which specializes in
providing financing to growing small- and mid-capitalization companies.
ABOUT BRIAZZ
With its first cafe opened in Seattle in 1995, Briazz now operates 46 cafes near
heavy concentrations of office buildings in Chicago, Los Angeles, San Francisco
and Seattle. Providing gourmet foods to on-the-go consumers through
company-operated cafes, box lunch delivery, corporate accounts and selected
wholesale accounts, Briazz features high quality, high taste sandwiches, soups
and salads as well as baked goods, fruit and coffee.
This press release contains statements that may constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act
of 1995. Such statements include comments regarding the ability of the Company
to raise $5 to $10 million in financing on terms favorable to the Company, if at
all. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and actual results may differ materially from those contemplated
by such forward-looking statements. Important factors currently known to
management that could cause actual results to differ materially from those in
forward-looking statements include, without limitation, fluctuation of the
company's operating results, the ability to compete successfully, office
occupancy, the ability of the company to maintain current cafe locations and
secure new ones, food and labor costs, operation in only four geographic areas
and reliance upon distributors and wholesale customers. For additional factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements, please see the "Risk Factors" described in
Exhibit 99.1 to the company's Report on Form 10-Q, filed on May 15, 2002, and in
other filings on file with the SEC, which Risk Factors are incorporated herein
as though fully set forth. The company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results.
The offered securities will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. "Securities Act") and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons except in certain transactions exempt from the registration requirements
of the U.S. Securities Act.
This news release shall not constitute an offer to sell or an offer to buy the
securities in any jurisdiction.
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