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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: April 17, 2000
SPIGADORO, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
001-15617 13-3920210
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(Commission File Number) (IRS Employer Identification No.)
70 East 55th Street, 24th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 212-754-4271
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(Former Address, if changed since Last Report) (Zip Code)
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ITEM 5. OTHER EVENTS
On April 17, 2000, we announced that we will acquire Pastificio Gazzola
S.p.A. Pastificio Gazzola is an Italian company that produces and sells private
label pasta in Italy, France, and Germany.
The press release announcing the transaction is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Statements in this report that are not descriptions of historical facts
are forward-looking statements that are subject to risks and uncertainties. Such
statements, including those regarding among other things, our strategy, future
prospects and results of operations, are dependent on any number of factors,
including market conditions, competition and the availability of financing, many
of which are outside of our control. Actual results could differ materially from
those currently anticipated due to a number of factors, including those set
forth in our Securities and Exchange Commission filings under "Risk Factors."
These factors include the following: we have changed our principal business and
we may not be successful operating a new business, if we do not successfully
sell our existing computer business, the combined company may be adversely
affected; Vertical Financial Holdings and affiliated entities control Spigadoro;
our substantial debt may adversely affect our ability to obtain additional funds
and increase our vulnerability to economic or business downturns; our operating
results will be adversely affected by charges from acquisitions; our strategy of
acquiring other companies for growth may not succeed and may adversely affect
our financial condition, results of operations and cash flows; intense
competition in the pasta and animal feed industries may adversely affect
operating results; our business may be adversely affected by risks associated
with foreign operations; and other risks. In addition, our acquisition
negotiations are in various stages and, except as previously announced, we have
no agreement or arrangements relating to any acquisitions. We are unable to
predict whether or when any of these negotiations will result in any definitive
agreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated April 17, 2000
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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.
SPIGADORO, INC.
By:/s/ Jacob Agam
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Jacob Agam
Chairman of the Board and
Chief Executive Officer
Date: April 25, 2000
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EXHIBIT 99.1
SPIGADORO, INC. ACQUIRES LARGEST EUROPEAN PRIVATE LABEL PASTA COMPANY
COMBINED OPERATION ESTABLISHES BOTH BRANDED AND PRIVATE LABEL LEADERSHIP
NEW YORK - (BUSINESS WIRE) - April 17, 2000 - Spigadoro, Inc. (AMEX: SRO -
news), a leading manufacturer of branded products in the Mediterranean food
sector, today announced that it will acquire Pastificio Gazzola S.p.A., Europe's
leading manufacturer of private label pasta. The addition of Gazzola will
establish Spigadoro as the European leader in the fast growing private label
pasta sector in addition to its already strong presence in the branded sector.
Founded in 1920 and based in northern Italy, Gazzola had 1999 sales of
approximately $46 million and EBITDA of approximately $4.5 million, establishing
it as the largest manufacturer of private label pasta in Europe. The combined
Company would have had 1999 sales and EBITDA of approximately $180 million and
$12.6 million, respectively.
In exchange for 91% of the stock of Gazzola, Spigadoro's wholly-owned
subsidiary, Petrini S.p.A., has agreed to pay $11.75 million in cash and stock
at the closing, plus additional payments of up to $5 million two years from the
closing subject to certain performance milestones.
Gazzola exports approximately 75% of its products throughout Europe, and has a
particularly strong presence in Italy, France and Germany. Its customers include
some of the largest supermarket chains in Europe, including Carrefour and
Promodes, which have announced their plan to merge and create the world's second
largest retailer, Metro (Germany) and Aldi (Great Britain), as well as large
industrial groups such as Barilla, the largest pasta manufacturer in Italy.
The addition of Gazzola's sales will more than double Spigadoro's current pasta
and flour division sales and Gazzola's state-of-the-art production facility will
increase Spigadoro's total pasta production capacity by threefold.
The Company noted that the modern, cost-efficient Gazzola facility will
immediately improve the Company's overall production efficiencies. In addition,
it is anticipated that Spigadoro may reallocate production as necessary between
its two pasta facilities to further enhance efficiencies.
"We are very excited to add Gazzola to the Spigadoro group", said Jacob Agam,
Chairman and Chief Executive Officer of Spigadoro. "As the first of a number of
acquisitions that we intend to make this year, Gazzola is an important milestone
and represents a significant expansion of our pasta operations. The addition of
Gazzola will increase Spigadoro's distribution capabilities by opening up new
markets in France, Germany and elsewhere in Europe."
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Mr. Agam continued, "Private label pasta is among the most attractive and
fastest growing segments of the pasta market and this acquisition establishes
Spigadoro as the European leader in the private label sector. In addition, our
ability to offer our customers a combination of branded and private label
products will provide us with a competitive advantage."
Carlo Petrini, Co-Chairman of Spigadoro, added, "Gazzola's business in general
and the private label business in particular is well suited for exports, which
is a key component of our growth strategy. In addition, we believe that
Gazzola's strong presence in France and Germany will create opportunities for
Gazzola and Petrini to cross-market their products throughout much of Western
Europe."
Dino Gazzola, Chief Executive Officer of Pastificio Gazzola, commented: "After
80 years as a private company, I am excited to join the Spigadoro group and to
gain access to the resources and scope of a larger public company that is
committed to growth in the European pasta and food market. I share the Spigadoro
vision and look forward to continuing the development of our business with
Spigadoro and to building a powerful new force in the sector."
Spigadoro also noted that it intended to continue to operate Gazzola as a
separate subsidiary of Petrini and that Dino Gazzola would remain as Gazzola's
chief executive officer. Mr. Gazzola will also become a shareholder of
Spigadoro. The closing of the transaction is subject to a number of conditions.
About Spigadoro
Spigadoro is a leading manufacturer of branded products in the Mediterranean
food sector. Its pasta and other Mediterranean products are internationally
recognized as high quality products and are marketed under the brand name
"Spigadoro" ("Golden Ear of Wheat") in Italy, Europe, the U.S. and the Far East.
The Company's animal feed products are manufactured at seven plants throughout
Italy and are marketed under the "Petrini" name. The Company has previously
announced an aggressive growth strategy that includes a consolidation of small
and mid-cap companies within the food and animal feed industries in Europe (and
in particular Italy, Germany, France and Spain).
Statements in this press release that are not descriptions of historical facts
are forward-looking statements that are subject to risks and uncertainties. Such
statements, including those regarding among other things, our strategy, future
prospects and results of operations, are dependent on any number of factors,
including market conditions, competition and the availability of financing, many
of which are outside of our control. Actual results could differ materially from
those currently anticipated due to a number of factors, including those set
forth in our Securities and Exchange Commission filings under "Risk Factors."
These factors include the following: we have changed our principal business and
we may not be successful operating a new business, if we do not successfully
sell our existing computer business, the combined company may be adversely
affected; Vertical Financial Holdings and affiliated entities control Spigadoro;
our substantial debt may adversely affect
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our ability to obtain additional funds and increase our vulnerability to
economic or business downturns; our operating results will be adversely affected
by charges from acquisitions; our strategy of acquiring other companies for
growth may not succeed and may adversely affect our financial condition, results
of operations and cash flows; intense competition in the pasta and animal feed
industries may adversely affect operating results; our business may be adversely
affected by risks associated with foreign operations; and other risks. In
addition, our acquisition negotiations are in various stages and, except as
previously announced, we have no agreement or arrangements relating to any
acquisitions. We are unable to predict whether or when any of these negotiations
will result in any definitive agreements.
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