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 23, 1996
------------
Manhattan Bagel Company, Inc.
(Exact Name of Company as Specified in its Charter)
New Jersey 0-24388 22-2981539
---------- ------- ----------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or Number) Identification Number)
organization)
246 Industrial Way West, Eatontown, New Jersey 07724
- ---------------------------------------------- -----
(Address of principal executive office) (Zip Code)
Company's telephone number, including area code (908) 544-0155
N/A
---
Former Name or Former Address, if Changed Since Last Report)
ITEM 1. Acquisition or Disposition of Assets.
The closing of the transactions contemplated by the Agreement and Plan of
Merger dated as of May 22, 1996 (the "Merger Agreement") by and between
Manhattan Bagel Company, Inc. (the "Company"), SBI Acquisition Corp.
("Acquisition"), and Specialty Bakeries, Inc. ("SBI"), and Rocco Fiorentino,
John Gerber and Frank Guglielmo took place on May 23, 1996. Pursuant to the
terms of the Agreement, Acquisition, a newly created wholly-owned subsidiary of
the Company, was merged with and into SBI and 132,500 shares of common stock of
the Company were issued to the shareholders of SBI. Under the Merger
Agreement, the number of the shares was to be determined based on a closing date
balance sheet. The parties agreed to waive the closing balance sheet require-
ment and to fix the number of shares to be issued.
SBI was a private company which owned and franchised a total of 23
bagel bakery stores in the Southern New Jersey and Philadelphia areas operating
under the name Bagel Builders.
The former principals of SBI will remain employees of the Company in
various capacities.
This transaction was structured to be a tax-free reorganization and to be
accounted for as a "pooling of interests".
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. It is impractical at this
time to provide the financial statements of Specialty Bakeries, Inc. for the
period specified in Rule 3-05(b) of Regulation S-X. The Registrant currently
expects to file such financial statements on or before August 6, 1996.
(b) Pro Forma Financial Information. It is impractical at this time to
provide pro forma financial information required by Article 11 of Regulation
S-X. The Registrant currently expects to file such pro forma information on or
before August 6, 1996.
(c) Exhibits:
10.22 - Agreement and Plan of Merger, dated as of May 22, 1996, by
and among the Registrant, SBI Acquisition Corp., and
Specialty Bakeries, Inc., and Rocco Fiorentino, John Gerber
and Frank Guglielmo.
2
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 thereto duly authorized.
MANHATTAN BAGEL COMPANY, INC.
Registrant
Date: June 6, 1996 By: /s/ Jack Grumet
------------------------------------
Jack Grumet, Chairman
and Chief Executive Officer
3
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
10.22 Agreement and Plan of Merger,
dated as of May 22, 1996, by and
among the Registrant, SBI
Acquisition Corp., and Specialty
Bakeries, Inc., and Rocco
Fiorentino, John Gerber and
Frank Guglielmo