FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 1998
Yogen Fruz World-Wide Inc.
(Translation of registrant's name into English)
8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ___x___ Form 40-F_______
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes_______ No ___x____
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-_________
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Incorporation by Reference
This Form 6-K shall be incorporated by reference into the Registration
Statement on Form F-4 of the Registrant (No. 333-8078) declared effective by the
U.S. Securities and Exchange Commission on February 19, 1998 and into the
definitive prospectus of the Registrant dated February 19, 1998 relating to such
registration statement.
Materials relating to Registrant and filed pursuant to this Form 6-K
include:
(a) Material Change report dated March 27, 1998 and accompanying
press release dated March 19, 1998.
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, thereunto duly authorized.
YOGEN FRUZ WORLD-WIDE INC.
Date March 30, 1998 By /s/ Michael Serruya
-----------------------------
Name: Michael Serruya
Title: Co-President and
Co-Chief Executive Officer
MATERIAL CHANGE REPORT
S.75(2) OF THE SECURITIES ACT (ONTARIO)
S.118(2) OF THE SECURITIES ACT (ALBERTA)
S.81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
1. Reporting Issuer
Yogen Fruz World-Wide Incorporated
8300 Woodbine Avenue
5th Floor
Markham, Ontario
L3R 9Y7
2. Date of Material Change
March 18, 1998
3. Press Release
Date: March 19, 1998
Place: Toronto, Ontario
A copy of the press release is attached
4. Summary of the Material Change
Yogen Fruz World-Wide Incorporated (the "Company" or "Yogen Fruz")
completed a previously announced capital reorganization, continuance
under the laws of the Province of Nova Scotia and merger with
Integrated Brands Inc.
5. Full Description of Material Changes
Capital Reorganization and Continuance
Under the capital reorganization, Yogen Fruz created Class A
Subordinate Voting Shares and Class B Multiple Voting Shares and
changed each outstanding common share into, at the election of
shareholders, either 1.05 Class A Subordinate Voting Shares or 1.0
Class B Multiple Voting Share.
Immediately prior to the capital reorganization, Yogen Fruz had
35,241,794 common shares issued and outstanding. Of these shares,
29,575,983 common shares elected to receive 31,159,782 Class A
Subordinate Voting Shares (subject to adjustment for the fact that
fractional shares will not be issued), and 5,565,811 common shares
elected to receive 5,565,811 Class B Multiple Voting Shares.
Immediately following the capital reorganization, Yogen Fruz continued
under the laws of the Province of Nova Scotia.
Merger with Integrated Brands Inc.
Pursuant to a merger agreement dated October 13, 1997 (as amended),
Yogen Fruz Acquisition Corp., a wholly-owned subsidiary of Yogen Fruz,
merged with and into Integrated Brands Inc., a U.S.-based marketer and
distributor of consumer frozen dessert products. Under the terms of
the merger, shareholders of Integrated Brands Inc. were entitled to
elect to receive, for each share of Integrated Brands Common Stock,
either 0.585129 Class A Subordinate Voting Shares of Yogen Fruz or
0.557266 Class B Multiple Voting Shares of Yogen Fruz. Under the
merger, Yogen Fruz issued a total of 3,858,991 Class A Subordinate
Voting Shares (subject to adjustment for the fact that fractional
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shares will not be issued) and 1,899,138 Class B Multiple Voting
Shares to holders of shares of Integrated Brands Common Stock.
As a result, subject to adjustment for the fact that fractional shares
will not be issued, the issued and outstanding share capital of Yogen
Fruz consists of 35,018,248 Class A Subordinate Voting Shares and
7,464,949 Class B Multiple Voting Shares.
6. Reliance on Confidential Filing Provisions of the Act
This report is not been filed on a confidential basis.
7. Omitted Information
No information has been omitted from this material change report.
8. Senior Officer
Michael Serruya
Co-President and Co-Chief Executive Officer
Tel: (905) 479-8762
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED at Markham, Ontario, this 27th day of March, 1998.
"Michael Serruya"
Michael Serruya
Co-President and Co-Chief Executive Officer
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT
REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION
THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT
IS MADE, IS A MISREPRESENTATION.
FOR IMMEDIATE RELEASE
YOGEN FRUZ WORLD-WIDE INCORPORATED MERGER WITH
INTEGRATED BRANDS INC. COMPLETED
Toronto, Canada, March 19, 1998 - The merger of Integrated Brands Inc. (NASDAQ:
IBIN) with Yogen Fruz Acquisitions Corp., a wholly-owned subsidiary of Yogen
Fruz World-Wide Incorporated, was completed today, subject to the issuance of
certificates of merger by the corporate regulatory authorities in the State of
New Jersey and the State of Delaware. These certificates of merger are expected
to be issued later today and to be dated as of March 18, 1998. Shareholders of
Integrated Brands received for each of their shares, at their election, either
0.557266 multiple voting shares or 0.585129 subordinate voting shares. In
addition, Yogen Fruz effected a capital reorganization creating multiple voting
shares and subordinate voting shares and changing each of its common shares
into, at the election of the holder, either one (1.0) multiple voting share or
one and five one-hundredths of one (1.05) subordinate voting shares and it
continued to Nova Scotia, both of which were conditions to the merger. Any
election by Yogen Fruz shareholders to receive Multiple Voting Shares was
required to be received on or before 5:00 p.m. on February 27, 1998. Any
election by Integrated Brands shareholders to receive Multiple Voting Shares was
required to be received on or before 5:00 p.m. on March 11, 1998. Pursuant to
the reorganization and merger, subject to adjustment on account of fractional
shares, Yogen Fruz's issued and outstanding share capital is 35,018,248
subordinate voting shares and 7,464,949 multiple voting shares.
It is expected that the subordinate voting shares will be listed on The Toronto
Stock Exchange under the symbol "YF.A" at the opening on or about Monday, March
23, 1998. Before such date, trading in the common shares will represent the
entitlement to receive 1.05 subordinate voting shares. The multiple voting
shares will not be listed on The Toronto Stock Exchange. Integrated Brands has
ceased to be quoted for trading on NASDAQ as of today and former shareholders of
Integrated Brands are now shareholders of Yogen Fruz.
As a result of the reorganization and merger, The Serruya Family Trust and
1082272 Ontario Inc., a company controlled by The Serruya Family Trust,
beneficially own, on behalf of Michael Serruya and Aaron Serruya, 4,733,332
multiple voting shares of Yogen Fruz. Michael Serruya and Aaron Serruya own
56,000 and 50,749 subordinate voting shares, respectively. In addition, Richard
E. Smith beneficially owns 1,419,467 multiple voting shares and options to
purchase 400,000 subordinate voting shares; David Smith beneficially owns
288,106 multiple voting shares and options to purchase 179,548 multiple voting
shares and options to purchase 436,921 subordinate voting shares; and David
Stein beneficially owns 45,138 multiple voting shares and options to purchase
174,548 multiple voting shares. The above parties have entered into an agreement
pursuant to which, among other things, each has agreed to support each other's
nominees to the board of directors of Yogen Fruz. Messrs. Smith, Smith and Stein
were the principal principals of Integrated Brands.
Integrated Brands Inc. markets, sells and distributes Tropicana(R) frozen
desserts, as well as a variety of other branded frozen dessert products, under
the Betty Crocker(R), Trix(R), Yoplait(R), Colombo(R), Lucky Charms(R) and Yoo
Hoo(R) brand names, pursuant to long-term exclusive license agreements. The
Company, directly and through subsidiaries, also operates, franchises and
licenses Swensen's(R), Steve's(R) and triple trademark frozen dessert stores
throughout the United States and certain foreign countries.
Yogen Fruz World-Wide Inc., the world's largest franchisor of frozen yogurt
outlets, operates a Family of Brands, including Yogen Fruz(R), I Can't Believe
It's Yogurt(R), Bresler's(R) Ice Cream and Premium Frozen Yogurt, Golden
Swirl(R), Paradise(R), Ice Cream Churn(R) and Java Coast(R) Fine Coffees.
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For further information, contact:
Michael Serruya Richard E. Smith
Chairman, President & CEO Chairman and CEO
Yogen Fruz World-Wide Inc. Integrated Brands Inc.
Tel: 905-479-8762, Fax: 905-479-5235 Tel: 516-737-9700, Fax: 516-737-9762
