FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the period ended June 25, 2003
Coolbrands International Inc.
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(formerly Yogen Fruz World-Wide Incorporated)
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(Translation of registrant's name into English)
8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F x
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No x
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-_________
Materials relating to Registrant and filed pursuant to this Form 6-K
include a Material Change Report filed with SEDAR in Canada relating to
Coolbrands' purchase of certain ice cream and distribution assets from Dreyer's
Grand Ice Cream, Inc. and Nestle.
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, thereunto duly authorized.
COOLBRANDS INTERNATIONAL INC.
Date July 7, 2003 By /s/ Aaron Serruya
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Name: Aaron Serruya
Title: Executive Vice President
MATERIAL CHANGE REPORT
PURSUANT TO
Section 85(1) of the Securities Act (British Columbia)
Section 146(1) of the Securities Act (Alberta)
Section 84(1) of The Securities Act, 1988 (Saskatchewan)
Section 75(2) of the Securities Act (Ontario)
Section 81(2) of the Securities Act (Nova Scotia)
Section 76(2) of The Securities Act, 1990 (Newfoundland and Labrador)
1. REPORTING ISSUER
CoolBrands International Inc. ("CoolBrands")
8300 Woodbine Avenue
5th Floor
Markham, Ontario
L3R 9Y7
2. DATE OF MATERIAL CHANGE
June 25, 2003
3. PRESS RELEASE
A press release disclosing the material change was issued by CoolBrands
on June 25, 2003. A copy of the press release is attached hereto as
Appendix "A".
4. SUMMARY OF MATERIAL CHANGE
On June 25, 2003 CoolBrands announced that the Federal Trade Commission
(FTC) in the United States has approved CoolBrands as the purchaser of
the Dreamery'r' and Whole Fruit'TM' sorbet brands from Dreyer's Grand
Ice Cream, Inc. ("Dreyer's"), as well as the right to the license for
the Godiva'r' ice cream brand, which is being assigned by Dreyer's, and
from Nestle substantially all of the Haagen-Dazs frozen dessert
distribution assets in the U.S. CoolBrands will pay approximately
CDN$13.5 million in cash to acquire these assets, related inventories
and certain frozen dessert distribution assets.
5. FULL DESCRIPTION OF MATERIAL CHANGE
On June 25, 2003 CoolBrands announced that the FTC in the United States
has approved CoolBrands as the purchaser of the Dreamery'r' and Whole
Fruit'TM' sorbet brands from Dreyer's, as well as the right to the
license for the Godiva'r' ice cream brand, which is being assigned by
Dreyer's, and from Nestle substantially all of the Haagen-Dazs frozen
dessert distribution assets in the U.S. The FTC announced that it has
accepted a consent agreement for public comment, permitting the
combination of Dreyer's and Nestle's frozen dessert business and naming
CoolBrands (through
Integrated Brands, Inc., its wholly-owned subsidiary) as the approved
purchaser of certain assets of Dreyer's and Nestle required by the FTC
to be divested in connection with the combination.
CoolBrands will pay approximately CDN$13.5 million in cash to acquire
the Dreamery'r' ice cream and Whole Fruit'TM' sorbet brands as well as
the rights to the license for the Godiva'r' ice cream brand, including
related inventories, and Nestle's Haagen-Dazs frozen dessert
distribution assets in the States of Washington, Oregon, Florida,
California, Pennsylvania, New Jersey, Utah, Minnesota, Georgia,
Maryland, and the District of Columbia. At closing, CoolBrands will
take ownership of all Dreamery'r', Godiva'r' and Whole Fruit'TM' sorbet
inventories wherever located and will operate the acquired distribution
system in the configuration and with the product mix in place prior to
the closing. CoolBrands anticipates that it may require up to 12 months
after the closing to complete the transition to CoolBrands of the
Dreamery'r', Godiva'r' and Whole Fruit'TM' sorbet business, the
integration by CoolBrands of the new product mix into the acquired
distribution system and the transition to Dreyer's of the Nestle
products currently distributed by the Haagen-Dazs distribution system.
6. RELIANCE ON CONFIDENTIALITY SECTION OF THE ACT
Not applicable.
7. OMITTED INFORMATION
None.
8. SENIOR OFFICER
Further information regarding the matters described in this report may
be obtained from Michael Serruya of CoolBrands, who is knowledgeable
about the details of the material change and may be contacted at (905)
479-8762.
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at Markham, Ontario this 3rd day of July, 2003.
COOLBRANDS INTERNATIONAL INC.
By: (Signed) "Michael Serruya"
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Michael Serruya
Co-Chairman of the Board of Directors
Appendix "A"
NEWS FROM:
COOLBRANDS INTERNATIONAL, INC.
8300 Woodbine Avenue, 5th Floor Contact: Michael Serruya
Markham, Ontario, Canada L3R 9Y7 Telephone: (905) 479-8762
Contact: David Stein
Telephone: (631) 737-9700 (x216)
FOR IMMEDIATE RELEASE: June 25, 2003
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COOLBRANDS TO ACQUIRE BRANDS AND DISTRIBUTION ASSETS
FROM DREYER'S AND NESTLE
CoolBrands International, Inc. (TSX: COB.A) announced today that the Federal
Trade Commission (FTC) has approved CoolBrands as the purchaser of the
Dreamery'r' and Whole Fruit'TM' sorbet brands from Dreyer's Grand Ice Cream,
Inc. ("Dreyer's"), as well as the right to the license for the Godiva'r' ice
cream brand, which is being assigned by Dreyer's, and from Nestle substantially
all of the Haagen-Dazs frozen dessert distribution assets in the U.S.
The FTC announced today that it has accepted a consent agreement for public
comment, permitting the combination of Dreyer's and Nestle's frozen dessert
business and naming CoolBrands (through Integrated Brands, Inc., its
wholly-owned subsidiary) as the approved purchaser of certain assets of Dreyer's
and Nestle required by the FTC to be divested in connection with the
combination.
Terms of Acquisition
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CoolBrands will pay approximately CDN$13.5 million in cash to acquire the
Dreamery'r' ice cream and Whole Fruit'TM' sorbet brands as well as the rights to
the license for the Godiva'r' ice cream brand, including related inventories,
and Nestle's Haagen-Dazs frozen dessert distribution assets in the States of
Washington, Oregon, Florida, California, Pennsylvania, New Jersey, Utah,
Minnesota, Georgia, Maryland, and the District of Columbia.
Increased Market Share
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"The acquisition of these well-recognized ice cream brands will give CoolBrands
significant share in the packaged ice cream segment, complementing our strong
position in the frozen novelty segment" said David J. Stein, President and
Co-CEO of CoolBrands.
Dreamery'r', Godiva'r' ice cream and Whole Fruit'TM' sorbet have annual retail
sales of approximately CDN$193 million, and account for approximately one
quarter of all super premium pints sold in U.S. supermarkets.
Strategic Benefits
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"The acquisition of the Haagen-Dazs distribution assets from Nestle will enhance
CoolBrands' ability to drive downstream distribution of our products in all
channels, and will establish a new profit center from the distribution of our
products and partner brand products," noted Stein.
According to Stein, CoolBrands expects the acquired distribution system to be
capable of achieving sales volume at wholesale of approximately CDN$250 million
from the acquired super premium brands and other CoolBrands products currently
delivered by third party distributors, as well as partner brand products and
certain products of the new combined Dreyer's company to be delivered by
CoolBrands pursuant to the agreements.
Transition
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At closing, CoolBrands will take ownership of all Dreamery'r', Godiva'r' and
Whole Fruit'TM' sorbet inventories wherever located and will operate the
acquired distribution system in the configuration and with the product mix in
place prior to the closing. CoolBrands anticipates that it may require up to 12
months after the closing to complete the transition to CoolBrands of the
Dreamery'r', Godiva'r' and Whole Fruit'TM' sorbet business, the integration by
CoolBrands of the new product mix into the acquired distribution system and the
transition to Dreyer's of the Nestle products currently distributed by the
Haagen-Dazs distribution system.
About CoolBrands
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CoolBrands manufactures, distributes and markets a broad range of frozen
desserts and frozen novelties under its own Eskimo Pie'r', Chipwich'r' and
Fruit-A-Freeze'r' brand names, as well as under the Tropicana'r', Weight
Watchers'r' Smart Ones'r', Welch's'r', Betty Crocker'r', Trix'r' and Yoplait'r'
brand names pursuant to long-term licensing agreements. Eskimo Pie'r' created
the frozen novelty industry in 1921 when its founder, Christian K. Nelson,
invented the chocolate-coated ice cream bar. Today, more than 80 years later,
Eskimo Pie'r' remains one of the best-known and most widely distributed of all
frozen novelty brands. CoolBrands also franchises and licenses frozen dessert
outlets operated under a Family of Brands including Yogen Fruz'r', I Can't
Believe It's Yogurt'r', Bresler's'r', Swensen's'r', Golden Swirl'r', Ice Cream
Churn'r' and Java Coast'r' Fine Coffees, with company-owned, franchised and
non-traditional partnership locations in approximately 80 countries around the
world. CoolBrands' Foodservice Division is a leading manufacturer and supplier
of premium soft serve ice cream, frozen yogurt, custard and smoothies for the
foodservice industry. CoolBrands also manufactures and sells a full line of
quality flavors, chocolate coatings, fudge sauces, powders for chocolate milk,
egg nog bases and other ingredients and flexible packaging products for use in
private label dairy products in addition to the Company's brands.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
Information in this release relating to the Company's future plans and
performance are "forward looking statements" and, as such, involve certain risks
and uncertainties that could cause actual results to vary materially. Potential
risks and uncertainties include, but are not limited to: (1) the highly
competitive nature of the frozen dessert market and the level of customer
interest in the Company's products, (2) product costing, (3) the weather, (4)
the performance of management, including management's ability to implement its
plans as contemplated, (5) the Company's relationships with its customers,
franchisees, licensees and licensors, and (6) government regulation.
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as..................................'TM'
The registered trademark symbol shall be expressed as........................'r'