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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): April 1, 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.
On April 1, 2005, Krispy Kreme Doughnut Corporation ("KKDC"), a wholly
owned subsidiary of Krispy Kreme Doughnuts, Inc. ("KKDI"), entered into senior
secured credit facilities aggregating $225 million, comprised of a $75 million
first lien senior secured revolving credit facility, a $120 million second lien
senior secured term loan and a $30 million second lien prefunded revolving
credit and letter of credit facility. Proceeds of the term loan were used to
repay the approximately $90 million outstanding under KKDC's previous credit
facility, pay fees and expenses related to the financing and provide cash on the
balance sheet. A copy of the press release announcing the closing of the new
credit facilities is attached hereto as Exhibit 99.1 and is hereby incorporated
into this Item 1.01 by reference. Copies of the credit agreements and certain
related agreements are filed as Exhibits 10.1 through 10.5 and are hereby
incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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10.1 First Lien Credit Agreement dated as of April 1, 2005, among
KKDC, KKDI, the Subsidiary Guarantors party thereto, the Lenders
party thereto, Credit Suisse First Boston, as Administrative
Agent and Issuing Lender, and Wells Fargo Foothill, Inc., as
Collateral Agent (the "First Lien Collateral Agent"), Issuing
Lender and Swingline Lender.
10.2 Second Lien Credit Agreement dated as of April 1, 2005, among
KKDC, KKDI, the Subsidiary Guarantors party thereto, the Lenders
party thereto, Credit Suisse First Boston, as Administrative
Agent (the "Administrative Agent"), Paying Agent, Fronting Bank
and Collateral Agent (the "Second Lien Collateral Agent").
10.3 First Lien Security Agreement dated as of April 1, 2005, among
KKDC, KKDI, the other Obligors named therein and the First Lien
Collateral Agent.
10.4 Second Lien Security Agreement dated as of April 1, 2005, among
KKDC, KKDI, the other Obligors named therein and the Second Lien
Collateral Agent.
10.5 Collateral Agency and Intercreditor Agreement dated as of April
1, 2005, among KKDC, KKDI, the Subsidiary Guarantors party
thereto, the First Lien Collateral Agent, the Second Lien
Collateral Agent and the Administrative Agent.
99.1 Press release ("Krispy Kreme Announces $225 Million Financing")
dated April 4, 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: April 7, 2005
By: /s/ Michael C. Phalen
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Michael C. Phalen
Chief Financial Officer