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
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Date of report (Date of earliest event reported): May 6, 2002
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LUCILLE FARMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12506 13-2963923
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(State or Other Juris- (Commission File No.) (IRS Employer
diction of Incorporation) Identification No.)
150 River Road, Montville, New Jersey 07045
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 334-6030
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On May 16, 2002, Lucille Farms, Inc. (NASDAQ-LUCY) entered into an
agreement with St. Albans Cooperative Creamery, Inc., pursuant to which St.
Albans has (i) converted $1,000,000 of accounts payable currently owed by
Lucille Farms to St. Albans into 333,333 shares of common stock, (ii) converted
$3,500,000 of accounts payable currently owed by Lucille Farms to St. Albans
into (A) preferred stock convertible into 583,333 shares of common stock, which
preferred stock (1) automatically converts into such number of shares of common
stock if the common stock is $8.00 or higher for 30 consecutive trading days,
and (2) may be redeemed by Lucille Farms for $3,500,000, and (B) a 10-year
warrant to purchase 583,333 shares of common stock (subject to adjustment under
certain circumstances to a maximum of 1,416,667 shares of common stock) at $.01
per share, which warrant (1) may not be exercised for a period of three-years,
(2) terminates if, during such three-year period, Lucille Farms' common stock is
$8.00 or higher for 30 consecutive trading days, and, (3) in the event Lucille
Farms' common stock is not $8.00 or higher for 30 consecutive trading days
during such three-year period, may only be exercised on the same basis
percentage wise as the preferred shares are converted, (iii) converted an
additional $1,000,000 of accounts payable currently owed by Lucille Farms to St.
Albans into a convertible promissory note due on April 14, 2005, which note is
convertible into common stock at $6.00 per share at any time by St. Albans and,
at the option of Lucille Farms, automatically shall be converted into common
stock at $6.00 per share if the common stock is $8.00 or higher for a period of
30 consecutive trading days (collectively, the "Transactions"), and (iv)
provided Lucille Farms with a pricing structure for milk and milk by-products,
for a minimum of one-year and a maximum of four-years (subject to renegotiation
at the expiration of the applicable period), designed to produce profitability
for Lucille Farms.
On May 6, 2002, the Board of Directors amended its Preferred Share
Purchase Rights Agreement to exclude the financing with St. Albans Cooperative
Creamery, Inc. and to provide for the expiration of the rights upon consummation
of the financing, which was May 16, 2002.
Also, Nasdaq has informed Lucille Farms of its continued listing on the
Nasdaq SmallCap Marketplace pursuant to an exception from the Marketplace's
stockholders' equity requirement. In accordance with such exception, on or
before July 15, 2002, Lucille Farms must make a public filing with the
Securities and Exchange Commission and Nasdaq evidencing a stockholders' equity
of at least $4,000,000 and be in compliance with all other requirements for
continued listing, including Nasdaq's corporate governance criteria. Until such
time as the terms of the exception have been satisfied, the letter "C" will be
applied to Lucille Farms' trading symbol. The Company hereby files its
consolidated Balance Sheets for May 31, 2002 (unaudited) and March 31, 2002 (per
the Company's 10-K filing). The May 31, 2002 unaudited Balance Sheet reflects
the effect of the Transactions and the results of operations for the two-month
period ended May 31, 2002, such that stockholders' equity was $4,385,000.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit
10 Loan and Security/Stock Purchase Agreement, dated May 16,
2002, by and among Lucille Farms, Inc., Lucille Farms of
Vermont, Inc. and St. Albans Cooperative Creamery, Inc.
Portions have been omitted pursuant to a request for
confidential treatment and have been filed separately with the
Securities and Exchange Commission.
99(a) Press Release, dated June 12, 2002, relating to the Loan and
Security/Stock Purchase Agreement.
99(b) Consolidated Balance Sheets for the periods ended May 31, 2002
and March 31, 2002.
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Signatures:
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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.
LUCILLE FARMS, INC.
By: /s/ Alfonso Falivene
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Alfonso Falivene
President
Date: July 10, 2002
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