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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 18, 2005
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KRISPY KREME DOUGHNUTS, INC.
(Exact name of registrant as specified in its charter)
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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
(Address of principal executive offices)
Registrant's telephone number, including area code: (336) 725-2981
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
The Limited Consent entered into on January 14, 2005 by, among others,
Krispy Kreme Doughnut Corporation, Krispy Kreme Doughnuts, Inc. (the "Company")
and the lenders under the $150 million Credit Facility, previously disclosed in
the Company's Current Report on Form 8-K filed on January 18, 2005 (the "January
18, 2005 Form 8-K"), is attached hereto as Exhibit 10.1.
On January 18, 2005, the Company retained Kroll Zolfo Cooper LLC ("KZC") to
provide interim management services. The Company has agreed to compensate KZC at
its standard hourly rates and to reimburse KZC for its reasonable out-of-pocket
expenses. The current hourly rates of Stephen F. Cooper and Steven G. Panagos,
who are described in Item 5.02 below, are $760 and $695, respectively. The
hourly rates charged by KZC for its personnel are reviewed and subject to
adjustment semi-annually. In addition, the Company will pay KZC a success fee
presently intended to be negotiated within 60 days. The terms of any such
arrangement will be disclosed in a subsequent Current Report on Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As previously disclosed in the January 18, 2005 Form 8-K, on January 18,
2005, Stephen F. Cooper was named Chief Executive Officer of the Company and
Steven G. Panagos was named President and Chief Operating Officer of the
Company.
Mr. Cooper, 58, is the Chairman of KZC, a position he assumed in September
2002 when Kroll Inc. acquired Zolfo Cooper LLC ("Zolfo Cooper"), the corporate
recovery and advisory firm that he co-founded in 1985. During his time at KZC
and its predecessor, Zolfo Cooper, Mr. Cooper has worked on numerous
engagements, advising and assisting clients in developing and negotiating
reorganization and restructuring plans, performing valuations, performing
viability analyses, formulating business strategies and cost reduction programs,
developing and evaluating business plans and preparing liquidation analyses. Mr.
Cooper has most recently led a KZC team engaged to assist Enron Corp., where he
has served as Acting Chief Executive Officer, President and Chief Restructuring
Officer since 2002, in its restructuring efforts. For periods during the past
five years, he also served in a similar capacity for Malden Mills Industries,
Inc. (Interim Chief Executive Officer), Laidlaw Inc. (Vice Chairman and Chief
Restructuring Officer) and Family Golf Center, Inc. (Interim Chief Executive
Officer).
Mr. Panagos, 43, is a Managing Director and the National Practice Leader of
KZC's domestic Corporate Advisory and Restructuring Group. Mr. Panagos joined
Zolfo Cooper in 1988 and has more than 20 years' financial management
experience. Mr. Panagos has worked on numerous engagements, advising and
assisting clients in developing and negotiating reorganization and restructuring
plans, performing valuations, performing viability analyses, formulating
business strategies and cost reduction programs, developing and evaluating
business plans and preparing liquidation analyses. Mr. Panagos has most recently
led a KZC team engaged to assist The Penn Traffic Company, where he served as
Interim Chief Executive Officer from August 2003 to April 2004 and currently
serves as Chief Restructuring Officer (a position he has held since May 2003),
with its reorganization. For periods during the past five years, he also served
in a similar capacity for Metromedia Fiber Network Inc. (Chief Restructuring
Officer) and Crown Books Corporation (Interim Chief Executive Officer).
The retention of KZC includes the retention of Messrs. Cooper and Panagos
in the above capacities.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 18, 2005, the Board of Directors of the Company approved
amendments to the Bylaws of the Company, effective as of such date, to create
specifically under the Bylaws the offices of Chairman of the Board, Chief
Executive Officer and Chief Operating Officer and to amend the duties and
responsibilities of the President. Subject to the Bylaw provision that the
business and affairs of the Company shall be managed by the Board of Directors,
the Chief Executive Officer shall supervise and control the management of the
Company in accordance with the Bylaws. The President, who was formerly
responsible for the supervision and control of management, shall now only have
such responsibility in the absence or disability of the Chief Executive Officer.
The Chairman of the Board, President and Chief Operating Officer shall each
perform such duties and have such powers as the Board of Directors shall
prescribe. Amended and Restated Bylaws, reflecting the amendments discussed
above, are attached hereto as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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3.2 Amended and Restated Bylaws.
10.1 Limited Consent among Krispy Kreme Doughnut
Corporation, Krispy Kreme Doughnuts, Inc., Freedom
Rings, LLC, Golden Gate Doughnuts, LLC, Montana
Mills Bread Co., Inc., the lenders party thereto,
Branch Banking and Trust Company, as Syndication
Agent, Bank of America, N.A. and Royal Bank of
Canada, as Co-Documentation Agents, and Wachovia
Bank, National Association, as Administrative
Agent and the Issuing Lender, dated January 14,
2005.
SIGNATURE
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: January 24, 2005
By: /s/ Michael C. Phalen
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Michael C. Phalen
Chief Financial Officer