As filed with the Securities and Exchange Commission on April 7, 2003
Registration No. 333-86956
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MONTANA MILLS BREAD CO., INC.
(Name of Small Business in Its Charter)
DELAWARE 5461 16-1551461
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation Classification Identification
or Organization) Code Number) Number)
2171 MONROE AVENUE, SUITE 205A
ROCHESTER, NEW YORK 14618
585-242-7540
(Address and Telephone Number of Principal Executive Offices)
EUGENE O'DONOVAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2171 MONROE AVENUE, SUITE 205A
ROCHESTER, NEW YORK 14618
585-242-7540
(Name, Address and Telephone Number of Agent for Service)
COPIES OF ALL COMMUNICATIONS TO:
JAMES M. JENKINS, ESQ.
DANIEL R. KINEL, ESQ.
HARTER, SECREST & EMERY LLP
1600 BAUSCH & LOMB PLACE
ROCHESTER, NEW YORK 14604-2711
585-232-6500
FAX: 585-232-2152
Approximate date of commencement of proposed sale to the public: N/A
If the only securities being offered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
DEREGISTRATION OF
COMMON STOCK AND REDEEMABLE COMMON STOCK PURCHASE WARRANTS
On April 25, 2002 Montana Mills Bread Co., Inc. ("Montana Mills") filed a
Registration Statement on Form SB-2 (the "Registration Statement"), as amended
on June 7 and on June 24, 2002, with respect to: (i) 2,300,000 shares of Montana
Mills' Common Stock, par value $.001 per share ("IPO Common Stock"); (ii)
2,300,000 of Montana Mills' Redeemable Common Stock Purchase Warrants ("IPO
Warrants"); (iii) 2,300,000 shares of Common Stock underlying the IPO Warrants
("Shares Underlying IPO Warrants"); (iv) an Underwriter's Purchase Option
("Purchase Option"); (v) 200,000 shares of Common Stock underlying the Purchase
Option ("Shares Underlying Purchase Option"); (vi) 200,000 IPO Warrants
underlying the Purchase Option (the "Purchase Option Warrants"); and (vii)
200,000 shares of Common Stock underlying the Purchase Option Warrants ("Shares
Underlying Purchase Option Warrants"). On April 7, 2003, pursuant to the
Agreement and Plan of Merger by and among Krispy Kreme Doughnuts, Inc. ("Krispy
Kreme"), Oliver Acquisition Corp. ("Oliver") and Montana Mills dated as of
January 23, 2003, Oliver was merged with and into Montana Mills and Montana
Mills became a wholly-owned subsidiary of Krispy Kreme. This Post-Effective
Amendment No. 1 to the Registration Statement is being filed to deregister (i)
all of the unsold IPO Common Stock (30,050 shares), (ii) all of the unsold IPO
Warrants (30,500 warrants), (iii) all Shares Underlying IPO Warrants, (iv) all
Shares Underlying Purchase Option, and (v) all Shares Underlying Purchase Option
Warrants, in each case formerly registered pursuant to the Registration
Statement.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has authorized this Post-
Effective Amendment No. 1 to its Registration Statement on Form SB-2 to be
signed on its behalf by the undersigned in the City of Rochester, State of New
York, on April 7, 2003.
MONTANA MILLS BREAD CO., INC.
/s/ Eugene O'Donovan
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By: Eugene O'Donovan
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed on April 7, 2003, by the
following persons in the capacities indicated.
SIGNATURE POSITION DATE
/s/ Eugene O'Donovan
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Eugene O' Donovan President, Chief Executive Officer April 7, 2003
and Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Susan O'Donovan
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Susan O' Donovan Executive Vice President, Secretary and Director April 7, 2003
/s/ David Klein
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David Klein Chief Financial Officer, April 7, 2003
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Samuel Lanzafame
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Samuel Lanzafame Director April 7, 2003
/s/ John Tate
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John Tate Director April 7, 2003
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