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) December 23, 1998
----------------------------
SILVERADO FOODS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 1-13260 73-1369218
- ---------------------------- --------------------- ----------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
5727 South Lewis, Suite 125, Tulsa, Oklahoma 74105
- --------------------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 918/742-4295
6846 S. Canton, Suite 110, Tulsa, Oklahoma 74136
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On December 23, 1998, the Registrant disposed of substantially all of
the business, operations and assets of its Nonni's Biscotti business
to Swander Pace Capital Fund, L.P., SPC GP Fund, LLC, SPC Executive
Advisers Fund, LLC, SPC Associates Fund, LLC, Silver Brands Partners,
L.P., Rodney James Sands, Timothy G. Bruer, Albert Lee Story, and Jan
R. Grywczynski (collectively, "Buyer") through a recapitalization. The
recapitalization was effected through the Registrant's wholly-owned
subsidiary, Nonni's Food Company, Inc. (formerly known as Mom's Best
Services, Inc., "Existing Sub"). The transaction included certain
receivables, inventories, manufacturing equipment, and the assumption
of certain liabilities. The Registrant's Nonni's biscotti business
total revenues in 1997 were $14.8 million ( 62% of total Registrant
revenues).
The value realizable by the Registrant pursuant to the
recapitalization is approximately $28 million. The Buyer paid cash at
closing of $15.4 million, which amount had been adjusted from cash to
be received at closing to reflect the assumption of an additional
$500,000 of payables. The Registrant has the opportunity to realize an
additional $11,000,000 in three earnout payments in 1999, based upon
the Nonni's biscotti business achieving certain earnings before
interest, taxes, depreciation and amortization targets. The Registrant
also retained a 10% minority investment in the common equity of the
Existing Sub.
Prior to the recapitalization Timothy G. Bruer was the president and
chief executive officer and a director of the Registrant and Albert
Lee Story and Jan R. Grywczynski were employees of the Registrant.
Following the recapitalization Messrs. Bruer, Story and Grywczynski
will no longer be employed by the Registrant; however Mr. Bruer will
remain a director of the Registrant.
The recapitalization was described in the Registrant's Proxy Statement
for Annual Meeting of Shareholders (the "Proxy Statement"), which was
filed with the Commission on November 27, 1998. For further
information with respect to the recapitalization, see the Proxy
Statement.
Item 7. Financial Statements and Exhibits
Pro forma condensed consolidated financial statements of the
Registrant required pursuant to Article 11 of Regulation S-X, which
present the pro forma effects of the transactions described in Item 2
above are included in the Proxy Statement.
The following is a list of all exhibits filed as part of this Form
8-K.
Exhibit No. Description of Exhibit
----------- ----------------------
10.1 Agreement Relating to Agreement of Stock Purchase and
Sale dated December 23, 1998.
10.2 Second Agreement Relating to Agreement of Stock Purchase
and Sale dated January 5, 1999
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.
SILVERADO FOODS, INC.
By: /s/ Jason Bryan
________________________________________
Jason Bryan
Vice President & Chief Financial Officer
Date: January 7, 1999