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)
April 7, 2003
KRISPY KREME DOUGHNUTS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 001-16485 56-2169715
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
370 Knollwood Street
Winston-Salem, North Carolina 27103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 725-2981
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Item 2. Acquisition or Disposition of Assets.
On April 7, 2003, Krispy Kreme Doughnuts, Inc. ("Krispy Kreme") completed
its previously announced acquisition of Montana Mills Bread Co., Inc. ("Montana
Mills"). As previously disclosed, on January 23, 2003, Krispy Kreme signed an
agreement and plan of merger ("Merger Agreement") to acquire Montana Mills, an
owner and operator of upscale "village bread stores" in the Northeastern and
Midwestern United States. Montana Mills' stores produce and sell a variety of
breads and baked goods prepared in an open-view format.
Under the terms of the Merger Agreement, each outstanding share of Montana
Mills' common stock was converted into the right to receive 0.1501 shares (the
"Exchange Ratio") of Krispy Kreme common stock and cash in lieu of fractional
shares. Upon consummation of the merger, the Company expects to issue
approximately 1,224,500 shares of Krispy Kreme's common stock in exchange for
all outstanding shares of common stock of Montana Mills, valued at approximately
$39.0 million, based on the closing price of Krispy Kreme's common stock for a
range of trading days around the announcement date, January 24, 2003. The
Company has also reserved approximately 460,500 shares of common stock for
issuance upon the exercise of warrants and options for Montana Mills' common
stock currently outstanding, all of which will become exercisable for shares of
the Company's common stock based upon the Exchange Ratio.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Krispy Kreme Doughnuts,
Inc., Oliver Acquisition Corp. and Montana Mills Bread Co., Inc.
dated as of January 23, 2003 (incorporated by reference to
Exhibit 2.1 of Krispy Kreme Doughnuts, Inc.'s Current Report on
Form 8-K filed with the Commission on January 30, 2003).
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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.
KRISPY KREME DOUGHNUTS, INC.
Dated: April 7, 2003 By: /s/ Randy S. Casstevens
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Name: Randy S. Casstevens
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Krispy Kreme Doughnuts,
Inc., Oliver Acquisition Corp. and Montana Mills Bread Co., Inc. dated
as of January 23, 2003 (incorporated by reference to Exhibit 2.1 of
Krispy Kreme Doughnuts, Inc.'s Current Report on Form 8-K filed with
the Commission on January 30, 2003).