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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): November 25, 1998
EINSTEIN/NOAH BAGEL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-21097 84-1294908
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
14103 Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401
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(Address of principal executive offices)
(303) 215-9300
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changes since last report)
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ITEM 5. OTHER EVENTS
The Company and certain of its current and former officers and directors
have entered into a memorandum of understanding that sets forth an agreement in
principle to settle a class action lawsuit brought against them in the United
States District Court for the District Court of Colorado and in state court in
Jefferson County, Colorado. The complaints in such actions allege, among other
things, that the Company and the other defendants violated Sections 11, 12(2)
and 15 of the Securities Act of 1933, as amended, and Section 10(b) of the
Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, as well
as certain similar provisions of Colorado state law. The settlement does not
include the claims pending in the lawsuit against the underwriters in the
Company's public offerings of common stock in August 1996 and November 1996 (the
"Underwriters") and against the Company's independent public accountants.
The settlement of the litigation will be funded with proceeds of director
and officer liability insurance policies and is subject to certain conditions,
including approval of the United States District Court for the District Court of
Colorado and the grant by the United States Bankruptcy Court for the District of
Arizona which has jurisdiction over the Chapter 11 bankruptcy case of Boston
Chicken, Inc. ("BCI") of relief from the automatic stay in effect in the BCI
bankruptcy case.
The Underwriters have requested that the Company indemnify them against any
damages, costs and expenses they may incur in the litigation (including amounts
paid in settlement thereof). Although the Company cannot predict the outcome of
the lawsuits against the underwriters and the independent public accountants,
the Company believes that the complaint is without merit.
SIGNATURE
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: December 2, 1998
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Paul A. Strasen
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Paul A. Strasen
Senior Vice President
