TUMBLEWEED INC
8-K, 1999-01-29
EATING PLACES
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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): January 11, 1999
  
  
                       TUMBLEWEED, INC.
        (Exact name of registrant as specified in charter)
  
  
     Delaware               333-57931            61-1327945
  (State or other   (Commission File Number)    (IRS Employer
  jurisdiction or                               Identification
  incorporation)                                No.)
  
   1900 Mellwood Avenue
   Louisville, Kentucky                             40206
  (Address of principal executive offices)       (Zip Code)
  
  Registrant's telephone number, including area code: (502)426-4351
  
                               N/A
                  (Former name or former address
                  if changed since last report.)
  
  
             INFORMATION TO BE INCLUDED IN THE REPORT
  
Item 5.   Other Events

     On January 11, 1999, Tumbleweed, Inc. completed its initial
public offering of common stock.  The Company sold 776,402 shares
at the offering price of $10 per share in a direct offering of its
common stock to the public, raising a total of $7,764,020.

     On January 1, 1999, the merger of Tumbleweed, LLC into
Tumbleweed, Inc. became effective.  The merger reorganized
Tumbleweed, LLC, which had owned, franchised or licensed the 42
Tumbleweed Southwest Mesquite Grill & Bar restaurants, into a
corporation for purposes of the stock offering.  In the
reorganization, the membership interests of the approximately 80
former members of Tumbleweed, LLC were converted into a total of
5,105,000 shares of common stock.  As required by the Tumbleweed,
LLC operating agreement, the former Class B members made additional
cash contributions of $747,500 in connection with the
reorganization.
  
                            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 thereunto duly
  authorized.
  
                                TUMBLEWEED, INC.
                                
  
                                By: /s/James M. Mulrooney
                                    James M. Mulrooney
                                    Executive Vice President
                                     Chief Financial Officer
  
                                Date: January 28, 1999
  
  


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