SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-32233
PEET'S COFFEE & TEA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
______________________________
WASHINGTON 91-0863396
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1400 PARK AVENUE
EMERYVILLE, CALIFORNIA 94608-3520
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(510) 594-2100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, NO PAR VALUE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No
The approximate aggregate market value of the voting stock held by
non-affiliates of the registrant based on the closing price of the Common Stock
on June 29, 2003 (the registrant's most recently completed second quarter) and
February 27, 2004 as reported by the Nasdaq National Market, was $204,043,391
and $255,352,259, respectively. Shares of Common Stock held by each officer and
director and each person known to the Company to hold 10% or more of the
outstanding Common Stock have been excluded as such persons may be deemed to be
affiliates of the Company. Such determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of February 27,
2004, 13,146,328 shares of registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement related to the registrant's 2004 annual
meeting of stockholders, which proxy statement will be filed under the
Securities Exchange Act of 1934 within 120 days of the end of the registrant's
fiscal year ended December 28, 2003, are incorporated by reference into Part III
of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment") to Peet's Coffee & Tea, Inc.'s (the
"Company") Annual Report on Form 10-K for the fiscal year ended December 28,
2003 (the "Form 10-K") is being filed for the purposes of correcting errors on
both the cover page and Exhibit 23.1 to Form 10-K filed electronically with the
Securities and Exchange Commission on March 12, 2004. The cover page of Form
10-K failed to contain the following "X" marks: (i) next to the paragraph
identifying the filing as an annual report; (ii) next to the "YES" in the
paragraph indicating that the Company has timely filed all reports required to
be filed by the Securities and Exchange Act of 1934; and (iii) next to the "YES"
in the paragraph indicating that the Company is an accelerated filer. Exhibit
23.1 to Form 10-K, the consent from the Company's independent auditors Deloitte
& Touche LLP ("Deloitte"), failed to contain a conforming signature even though
a signed consent from Deloitte was on file with the Company. No other changes
are being made by means of this Amendment.
The Company hereby amends Exhibit 23.1 previously filed with its Form 10-K
by replacing it with the Exhibit 23.1 attached hereto and incorporated by
reference into the Form 10-K.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The Following additional exhibits are filed herewith:
EXHIBIT DESCRIPTION
- ------- -----------
23.1 Consent of Deloitte & Touche LLP.
31.1 Certification of the Company's Chief Executive Officer, Patrick O'Dea,
pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934,
as amended.
31.2 Certification of the Company's Chief Financial Officer, Thomas Cawley,
pursuant to Rule 13a-15(a) under the Securities Exchange Act of 1934,
as amended
32.1 Certification of the Company's Chief Executive Officer, Patrick O'Dea,
pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2 Certification of the Company's Chief Financial Officer, Thomas Cawley,
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 15, 2004 PEET'S COFFEE & TEA, INC.
By: /s/ Patrick J. O'Dea
-----------------------
Patrick J. O'Dea
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PATRICK J. O'DEA President, Chief Executive Officer March 15, 2004
- ----------------------- and Director (Principal Executive
Patrick J. O'Dea Officer)
/s/ THOMAS P. CAWLEY Vice President, Chief Financial Officer, March 15, 2004
- --------------------- and Secretary (Principal Financial
Thomas P. Cawley and Accounting Officer)
__________*___________ Chairman March 15, 2004
Jean-Michel Valette
__________*___________ Director March 15, 2004
Gerald Baldwin
__________*___________ Director March 15, 2004
Hilary Billings
__________*___________ Director March 15, 2004
Gordon A. Bowker
__________*___________ Director March 15, 2004
H. William Jesse, Jr.
__________*___________ Director March 15, 2004
Christopher P. Mottern
*By: /s/ PATRICK J. O'DEA
------------------------
Patrick J. O'Dea
Attorney-in-Fact