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 July 9, 2003
Coolbrands International Inc.
(formerly Yogen Fruz World-Wide Incorporated)
(Translation of registrant's name into English)
8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7
(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
-------- --------
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
-------- --------
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 and press release filed with SEDAR in Canada
relating to the completion of Coolbrands' purchase of certain ice cream and
distribution assets from Dreyer's Grand Ice Cream, Inc. and Nestle and a press
release concerning the execution by Coolbrands and Tropicana Products, Inc. of a
master license agreement for the franchising of retail outlets using the
Tropicana brand name.
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 16, 2003 By /s/ Aaron Serruya
----------------- ----------------------------
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
July 7, 2003
3. PRESS RELEASE
A press release disclosing the material change was issued by CoolBrands
on July 7, 2003. A copy of the press release is attached hereto as
Appendix "A".
4. SUMMARY OF MATERIAL CHANGE
On July 7, 2003 CoolBrands announced that Integrated Brands, Inc., its
wholly owned subsidiary, has completed the purchase 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 was assigned by Dreyer's, and that Eskimo Pie Frozen
Distribution, Inc., a newly formed wholly owned subsidiary of
CoolBrands, has completed the purchase from Nestle of most of the
Haagen-Dazs frozen dessert distribution assets in the U.S.
5. FULL DESCRIPTION OF MATERIAL CHANGE
On July 7, 2003 CoolBrands announced that Integrated Brands, Inc., its
wholly owned subsidiary, has completed the purchase 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 was assigned by Dreyer's, and that Eskimo Pie Frozen
Distribution, Inc., a newly formed wholly owned subsidiary of
CoolBrands, has completed the purchase from Nestle of most of the
Haagen-Dazs frozen dessert distribution assets in the U.S.
CoolBrands paid approximately Cdn.$13.5 million in cash to acquire the
brands, including inventories, and distribution assets in the States of
Washington, Oregon, Florida, California, Pennsylvania, New Jersey,
Utah, Minnesota, Georgia, Maryland, and
the District of Columbia.
CoolBrands now operates its distribution system in the configuration
and with the product mix in place prior to the closing, consisting in
large part of Haagen-Dazs and other Nestle brand products. CoolBrands
anticipates that it may require up to 12 months after the closing to
complete the integration by CoolBrands of the Dreamery'r', Godiva'r'
and Whole Fruit'TM' sorbet business into its new distribution system.
CoolBrands will continue to distribute certain product lines for
Dreyer's pursuant to the transaction agreements.
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 16th day of July, 2003.
COOLBRANDS INTERNATIONAL INC.
By: (Signed) "Michael Serruya"
-------------------------------
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: July 7, 2003
COOLBRANDS COMPLETES PURCHASE OF BRANDS AND DISTRIBUTION
ASSETS FROM DREYER'S AND NESTLE
Dreamery, Whole Fruit Sorbet, the License to the Godiva Ice Cream Brand And the
Second Largest U.S. DSD Ice Cream Distribution System
Are Divested to CoolBrands after Merger of Dreyer's and Nestle Ice Cream
CoolBrands International, Inc. (TSX: COB.A) announced today that Integrated
Brands, Inc., its wholly owned subsidiary, has completed the purchase 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 was assigned by Dreyer's, and that Eskimo Pie Frozen
Distribution, Inc., a newly formed wholly-owned subsidiary of CoolBrands, has
completed the purchase from Nestle of most of the Haagen-Dazs frozen dessert
distribution assets in the U.S.
"With this acquisition, CoolBrands becomes one of the leading U.S. ice cream
companies, with strength in the packaged ice cream and frozen novelties segments
of the ice cream category," said David J. Stein, President and Co-CEO of
CoolBrands. "As the second largest U.S. DSD ice cream distribution company, with
strong brands covering a broad spectrum of frozen dessert products, CoolBrands
has significantly increased its penetration of the world's largest ice cream
market and enhanced the Company's potential for future growth."
CoolBrands paid approximately CDN$13.5 million in cash to acquire the brands,
including inventories, and distribution assets in the States of Washington,
Oregon, Florida, California, Pennsylvania, New Jersey, Utah, Minnesota, Georgia,
Maryland, and the District of Columbia. CoolBrands now operates its
distribution system in the configuration and with the product mix in place
prior to the closing, consisting in large part of Haagen-Dazs and other Nestle
brand products. CoolBrands anticipates that it may require up to 12 months
after the closing to complete the integration by CoolBrands of the
Dreamery'r', Godiva'r' and Whole Fruit'TM' sorbet business into its new
distribution system. CoolBrands will continue to distribute certain
product lines for Dreyer's pursuant to the transaction agreements.
About CoolBrands
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.
NEWS FROM:
COOLBRANDS INTERNATIONAL, INC.
8300 Woodbine Avenue, 5th Floor Contact: Michael Serruya
Markham, Ontario, Canada, L3R 9Y7 Telephone: (905) 479-8762
FOR IMMEDIATE RELEASE: July 9, 2003
COOLBRANDS AND TROPICANA SIGN MASTER LICENSE FOR
TROPICANA'r' SMOOTHIES FRANCHISE STORES
CoolBrands International Inc. (TSE: COB.A) today announced that it has concluded
a master license agreement with Tropicana Products, Inc. of Bradenton, Florida
for the franchising of retail outlets using the Tropicana'r' brand name.
Pursuant to the master license agreement, CoolBrands will offer franchises for
retail outlets branded as "Tropicana'r' Smoothies, Juices and More" in the
United States and Canada. The Tropicana'r' Smoothies, Juices and More franchise
features a full menu selection of refreshing fruit juice based smoothies, made
by hand by blending fresh fruit and juice with crushed ice and/or frozen yogurt
or fruit sorbet. The master license agreement follows the successful completion
of an ongoing test market arrangement during which prototype Tropicana'r'
Smoothies, Juices and More outlets were opened at the Mall of America in
Minneapolis, MN, the Fashion Show Mall and the New York, New York Casino, both
in Las Vegas, NV and other locations across the U.S.
"Consumers love smoothies because they combine refreshing fruit flavor with good
nutrition, and Tropicana'r' is the perfect brand to communicate these benefits,"
said CoolBrands' President and Co-CEO David J. Stein. "We are very excited to
add the Tropicana'r' brand to our franchising portfolio."
"Tropicana is pleased to expand our Smoothie Retail Shop Licensing relationship
with CoolBrands" commented Frank Hood, Tropicana Licensing Manager. "CoolBrands
has the expertise and quality commitment required to bring the Tropicana Brand
name into this fast-growing venue. This differentiated product and package will
compliment our larger Smoothie strategy, which includes a packaged bottle for
on-the-go consumption."
CoolBrands 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. In
addition, CoolBrands owns and markets the Eskimo Pie'r', Chipwich'r' and
Fruit-A-Freeze'r' brands of frozen novelties and frozen dessert products, and
also markets a broad range of frozen novelties and frozen dessert products under
the Tropicana'r', Weight Watchers'r' Smart Ones'r', Welch's'r', Trix'r' and
Yoplait'r' brands pursuant to long-term licensing agreements. Coolbrands'
Foodservice Division is a leading manufacturer and supplier of premium soft
serve ice cream, frozen yogurt, custard and smoothies to the foodservice
industry. The Company 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.
Tropicana Products, Inc., a division of PepsiCo, Inc., is the world's leading
producer and marketer of branded fruit juices. Based in Bradenton, Florida,
Tropicana markets its products in the U.S. under a number of brand names,
including: Tropicana Pure Premium Original, Grovestand and HomeStyle juices;
Tropicana Pure Premium Calcium & Extra Vitamin C, and Double Vitamin C with
Vitamin E nutritionally enhanced juices; Dole juices and juice blends; Tropicana
Season's Best and Pure Tropics juices; and Tropicana Twister juice beverages.
The Dole brand name is licensed from Dole Food Company, Inc.
"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 consumer
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'