SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 11, 1998
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VACU-DRY COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
01912 94-1069729
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(Commission File Number) (I.R.S. Employer Identification No.)
7765 Healdsburg Avenue, Sebastopol, California 95472
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(Address of Principal Executive Offices) (Zip Code)
(707) 829-4600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Acquisition of Assets of Made In Nature, Inc. On June 11, 1998 the
Company completed the acquisition of substantially all of the assets of Made In
Nature, Inc. The consideration for the purchase consisted of cash, the
assumption of certain liabilities and the issuance of five year warrants to
purchase 112,000 shares of the Company's common stock at $8.00 per share.
ITEM 7. Exhibits.
7.1 Press release issued in connection with the acquisition.
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.
VACU-DRY COMPANY
Date: June 22, 1998 By: /s/ Thomas R. Eakin+
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Thomas R. Eakin
Its: Vice President - Finance and Chief
Financial Officer
EXHIBIT 7.1
NEWS RELEASE
June 15, 1998
Contact: Gary L. Hess, President 707/829-4600
Tom Eakin, VP/Finance 707/829-4600
HEADLINE VACU-DRY COMPLETES ACQUISITION OF THE BUSINESS Of MADE IN NATURE, INC.
SEBASTOPOL, CALIFORNIA Vacu-dry Company (Nasdaq: VDRY) announced today that it
completed its acquisition of substantially all of the business and assets of
Made In Nature, Inc., a natural foods company headquartered in San Rafael,
California.
The acquisition was accomplished through a majority-owned subsidiary, Made In
Nature Company, Inc. A minority interest is held by Takanashi Milk Products
Company, a large Japanese dairy concern who is a licensee of the Made In Nature
trademark in Japan.
Made in Nature, a pioneer in the organic foods business, is a marketer of
quality organic packaged foods and beverages. The company currently markets a
broad line of attractively packaged organic dried fruits and organic chilled and
pasteurized fruit juices under the Made In Nature brand.
Gerald Prolman, President and founder of Made In Nature said, "This is a timely
union of strengths. Made In Nature brings an established brand with organic
product development and sourcing expertise to Vacu-dry. Through Vacu-dry, Made
In Nature now has the necessary funding to support anticipated rapid growth."
For several years, Vacu-dry has been a primary processor of selected dried fruit
for Made In Nature.
Gary Hess, President and CEO of Vacu-dry, stated that "The combined Vacu-dry and
Made In Nature entity furthers Vacu-dry's involvement in the exciting and high
growth organic segment of the natural foods industry. Immediate benefits are
expected through administrative efficiencies. This is a natural combination of a
more asset-intensive, slower growing ingredients business that has good cash
flow with a faster growing non-capital intensive consumer packaged goods
business that needs cash for penetration of new channels of distribution and new
product introductions. The Made In Nature brand is a true gem. We are very proud
to add it to our growing family of specialty food and beverage businesses."
Any forward-looking statements contained in this press release are based on
assumptions believed by the Company to be reasonable and attainable, but are
subject to important factors relating to the Company's operations and business
environment, as detailed in the Company's Securities and Exchange Commission
filings. These factors may cause the actual results of the Company to be
materially different from any future results expressed or implied by such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward looking statements and are referred to the discussion of risks and
uncertainties set forth in the reports filed by the Company pursuant to the
Securities Exchange Act of 1934.
Vacu-dry Company, established in 1933, is a diversified consumer packaged goods
and industrial ingredients manufacturer and marketer of dried fruits, beverages
and other food Products.
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