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): June 16, 2005 COFFEE HOLDING CO., INC. (Exact name of registrant as specified in its charter) Nevada 001-32491 11-2238111 ------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4401 First Avenue, Brooklyn, New York 11232-0005 ------------------------------------- ---------- (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): [ ] 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)) -------------------------------------------------------------------------------- Item 8.01 Other Events. On June 16, 2005, Coffee Holding Co., Inc. issued a press release announcing that the underwriters of its previously announced public offering of 1,400,000 shares of common stock had exercised their option to purchase the entire over-allotment option consisting of 210,000 shares of common stock. A copy of the press release is attached as exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) The following exhibit is furnished with this report: Exhibit No. Description ----------- ----------- 99.1 Coffee Holding Co., Inc. press release dated June 16, 2005 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. Dated: June 16, 2005 COFFEE HOLDING CO., INC. By: /s/ Andrew Gordon ----------------------- Name: Andrew Gordon Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Coffee Holding Co., Inc. press release dated June 16, 2005