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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): February 12, 1999
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 an agreement to settle a class action lawsuit
brought against them in the United States District Court for the District 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 is being funded with proceeds of
director and officer liability insurance policies and is subject to certain
customary conditions, including approval of the United States District Court for
the District of Colorado where the lawsuit is pending. The United States
Bankruptcy Court for the District of Arizona which has jurisdiction over the
Chapter 11 bankruptcy case of Boston Chicken, Inc. ("BCI") has previously
granted relief from the automatic stay in effect in the BCI bankruptcy case to
permit the settlement to be funded with insurance proceeds.
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: February 12, 1999
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Paul A. Strasen
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Paul A. Strasen
Senior Vice President
