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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): May 8, 2001
DIEDRICH COFFEE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-21203 33-0086628
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2144 Michelson Drive, Irvine California 92612
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 260-1600
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 8, 2001, Diedrich Coffee, Inc. completed the sale of 8,000,000
shares of its common stock, at a price of $0.75 per share, and the issuance of
warrants to purchase 2,000,000 shares of its common stock, at an initial
exercise price of $1.20 per share, to a series of investors. The gross proceeds
to the company from the equity investment was $6 million. After the payment of
approximately $400,000 in transaction expenses, Diedrich Coffee anticipates
paying approximately $3.6 million of the proceeds to its lender to reduce
outstanding indebtedness. The remainder of the proceeds will be used for current
obligations and other general corporate expenses.
In connection with the equity investment transaction, Sequoia Enterprises,
L.P., of which Diedrich Coffee's chairman, Paul C. Heeschen, is the general
partner, purchased 4,000,000 shares of common stock and was issued a warrant to
purchase an additional 1,000,000 shares of common stock. As a result, when
combined with shares previously held, Mr. Heeschen beneficially owned
approximately 32% of the company's outstanding common stock immediately after
the completion of the equity investment transaction.
In addition, a number of entities of which Westcliff Capital Management,
LLC is the general partner or investment advisor purchased an aggregate of
3,333,334 shares of common stock and were issued warrants to purchase an
additional 833,333 shares of common stock. As a result, when combined with
shares previously held, Westcliff Capital Management, LLC beneficially owned
approximately 19.9% of the outstanding common stock of Diedrich Coffee
immediately after the completion of the equity investment transaction. While the
investors have not expressed any intent to act in concert, if they did, they
would control approximately 51.9% of the company's outstanding common stock.
On May 9, 2001, following the closing of the equity investment transaction,
Diedrich Coffee effected a one-for-four reverse stock split by filing an
amendment to its certificate of incorporation. The reverse stock split resulted
in every four shares of the company's outstanding common stock being converted
automatically into one share of common stock. As part of the reverse stock
split, the number of authorized shares of Diedrich Coffee common stock was
decreased proportionately from 35,000,000 shares to 8,750,000 shares. Diedrich
Coffee's stock began trading on The Nasdaq National Market on a post-reverse
stock split basis on May 11, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this report of Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
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3.1 Restated Certificate of Incorporation, dated May 11, 2001
4.1 Registration Rights Agreement, dated May 8, 2001
4.2 Form of Warrant, dated May 8, 2001
99.1 Press Release, dated May 9, 2001
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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.
Dated: May 16, 2001
DIEDRICH COFFEE, INC.,
a Delaware corporation
By: /s/ J. MICHAEL JENKINS
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J. Michael Jenkins
President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Restated Certificate of Incorporation, dated May 11, 2001
4.1 Registration Rights Agreement, dated May 8, 2001
4.2 Form of Warrant, dated May 8, 2001
99.1 Press Release, dated May 9, 2001