jva_8k.htm
UNITED
STATES
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 1, 2010
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation)
|
|
001-32491
(Commission
File Number)
|
|
11-2238111
(IRS
Employer Identification No.)
|
3475
Victory Boulevard, Staten Island, NY 10314
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (718)
832-0800
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation FD Disclosure
Coffee
Holding Co., Inc. (the “Company”) today announced in certain trade publications
that the Company, Coffee Holding Acquisition LLC, a soon-to-be organized
subsidiary of the Company (the “Buyer”), and Organic Products Trading Company, a
Washington corporation (the “Seller”), have reached an agreement in principal
for Buyer to purchase substantially all of the assets, including inventory,
trademarks and customer and supply-chain relationships (the “Assets”) of Seller
(collectively, the Company, the Buyer and the Seller are the
“Parties”). Seller works directly with coffee farmers in South
America and Central America to develop and import high quality certified organic
green specialty coffee which is sold directly to small and medium-sized roasters
throughout the United States and Canada. Seller generates annual
revenues of approximately $10.0 million.
Under the
terms of the proposed transaction, pursuant to an asset purchase agreement that
would cover the proposed transaction (the “Asset Purchase
Agreement”), Buyer will purchase the Assets for a purchase price consisting of:
a) $450,000 in cash at closing, b) an additional $50,000 in cash if Buyer
generates a pre-tax net profit of $300,000 or more within a certain period,
which payment will be made at a to-be-determined date, c) 50,000 shares of
Company common stock at closing, d) up to an additional 10,000 shares of Company
common stock if Buyer generates a pre-tax net profit of $300,000 or more within
certain periods, which payments will be made at to-be-determined dates, and e)
at closing, a cash amount based on the cost of inventory transferred to
Buyer.
In
addition, as part of the proposed transaction, all of the employees of Seller
would become employees of Buyer, which would operate from Seller’s Vancouver,
Washington location, and Buyer would change its name to Organic Products Trading
Co., LLC. The Company would agree to guarantee performance of Buyer
and to pay the obligations of Buyer under the Asset Purchase
Agreement. The Asset Purchase Agreement will contain customary
representations and warranties relating to the Assets and covenants relating to
the proposed purchase of the Assets.
The
proposed transaction remains subject to final approval by the Boards of
Directors of the Company and the Seller and remains subject to the completion
and execution of the Asset Purchase Agreement covering the proposed
transaction.
Additional
information regarding this transaction will be included in future Company
filings with the Securities and Exchange Commission (“SEC”) if and when the
Parties enter into a material definitive agreement regarding this proposed
transaction.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d) The
following exhibits are furnished with this Report:
| Exhibit No. |
|
Description |
|
| 99.1 |
|
Press release
dated April 1, 2010. |
Cautionary Statement Regarding
Forward-Looking Statements
Any statements that are not historical
facts contained in this current report are “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. We have based these forward-looking statements upon information
available to management as of the date of this release and management’s
expectations and projections about certain future events. It is
possible that the assumptions made by management for purposes of such statements
may not materialize. Actual results may differ materially from those
projected or implied in any forward-looking statements. Such
statements may involve risks and uncertainties, including but not limited to
those relating to product demand, pricing, market acceptance, the effect of
economic conditions, intellectual property rights, the outcome of competitive
products, risks in product development, the results of financing efforts, the
ability to complete transactions, and other factors discussed from time to time
in the Company’s SEC filings. The Company undertakes no obligation to
update or revise any forward-looking statement for events or circumstances after
the date on which such statement is made.
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.
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COFFEE HOLDING CO.,
INC. |
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Date:
April 1, 2010
|
By:
|
/s/ Andrew
Gordon |
|
| |
|
Name:
Andrew Gordon |
|
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|
Title:
President and Chief Executive Officer |
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EXHIBIT
INDEX
| Exhibit No. |
|
Description |
|
| 99.1 |
|
Press release
dated April 1, 2010. |