Frank Koenemund
Amendment No. 2
to
Schedule 13D
re
Chefs International, Inc.
Item 1. Security and Issuer
This statement relates to common stock, $.01 par value of
Chefs International, Inc. ("CHEFS"), 62 Broadway, P.O. Box 1332,
Pt. Pleasant Beach, New Jersey 08742.
Item 2. Identity and Background
Frank Koenemund is the person filing this statement. Mr.
Koenemund is principally engaged as chief executive officer of
Mister Cookie Face, Inc. ("Mr. Cookie Face"), a Lakewood, New
Jersey producer of ice cream products acquired by CHEFS on July 23,
1993. On February 20, 1997 (as of January 26, 1997) CHEFS sold 95%
of the capital stock of Mr. Cookie Face back to Mr. Koenemund. His
principal business address is at Mr. Cookie Face's executive
offices at 170 North Oberlin Avenue, Lakewood, New Jersey 08701.
During the last five years, Mr. Koenemund has not been convicted in
any criminal proceeding of a nature described in Item 2(d) of
Schedule 13D and has not been the subject of a judgment, decree or
final order of a nature described in Item 2 (e) of Schedule 13D.
Mr. Koenemund is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Koenemund originally filed the Schedule 13D which is being
amended hereby, due to the issuance to Mr. Koenemund of 333,334*
shares of CHEFS common stock on July 23, 1993 in connection with
CHEFS' acquisition of Mr. Cookie Face and the grant to Mr.
Koenemund on July 23, 1993 by Robert E. Brennan, CHEFS' principal
stockholder, of options to purchase an aggregate 500,000 shares of
CHEFS' common stock owned by Mr. Brennan. The options granted by
Mr. Brennan to Mr. Koenemund were as follows:
No. of Option Expiration
Shares Price Date
250,000 $16.50 7/23/95
250,000 $24.00 7/23/96
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*Effective November 22, 1996, CHEFS completed a one-for-three
reverse stock split of its outstanding Common Stock. All share and
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per share information in this Amendment gives effect to said one-for-three
reverse stock split. In addition, unless otherwise indicated, exercise prices as
set forth in this Amendment have been adjusted by multiplying the actual price
of the Common Stock for periods prior to November 23, 1996 by three.
The above options expired on the above expiration dates without being
exercised. On December 19, 1995, CHEFS' stockholders ratified the grant of
five-year options to Mr. Koenemund exercisable to purchase 250,000 shares of
CHEFS' common stock at an exercise price of $3.00 per share. Mr. Koenemund filed
Amendment No. 1 to his previously filed Schedule 13D in connection with such
ratification. These options terminated on February 20, 1997 (as of January 26,
1997) in connection with CHEFS' sale of 95% of Mr. Cookie Face's capital stock
to Mr. Koenemund. On January 5, 1998, Mr. Koenemund sold 100,000 shares of CHEFS
common stock in a private transaction at a price of $1.00 per share.
Item 4. Purpose of Transaction
At the same time that Robert E. Brennan granted the above described
options to Mr. Koenemund, he granted similar options to three other directors,
Anthony Papalia (333,334), Martin Fletcher (166,667) and Jack Mariucci (83,334)
to purchase an aggregate additional 583,335 shares of CHEFS common stock owned
by Mr. Brennan. The options granted to Messrs. Papalia, Koenemund and Fletcher
were exercisable solely while the optionee was employed by CHEFS and/or a
subsidiary and the options granted to Mr. Mariucci were exercisable only while
he served as a director of CHEFS. If all 1,083,335 options had been exercised,
the management group of Messrs. Papalia, Fletcher, Koenemund and Mariucci would
have to the best of management's knowledge, collectively comprised the largest
single ownership group of CHEFS' common stock. All of such options expired
without being exercised.
(a) Although Mr. Koenemund has no present specific plans to buy or sell
any additional CHEFS securities, he may in the future purchase CHEFS securities
as an investment or sell CHEFS securities to reduce or liquidate his investment.
During July 1993, CHEFS acquired all of the outstanding capital stock of
Mr. Cookie Face for an aggregate 333,334 shares of CHEFS common stock. Frank
Koenemund, the sole proprietor of Mister Cookie Face was elected a director of
CHEFS. In August 1993, CHEFS filed a registration statement on Form SB-2 (File
No. 33-66936) with the Securities and Exchange Commission registering a maximum
383,334 Units of common stock and common stock purchase warrants for public sale
in a proposed underwritten public offering. The offering did not take place and
the registration statement was withdrawn.
The options granted to Mr. Koenemund which were ratified by CHEFS
stockholders on December 19, 1995, exercisable to purchase 250,000 shares of
CHEFS' common stock at $3.00 per share were
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exercisable only while Mr. Koenemund was serving as an officer,
director or employee of CHEFS or a subsidiary. These options
terminated as of January 26, 1997 at the time CHEFS sold 95% of the
capital stock of Mr. Cookie Face to Mr. Koenemund.
Except as above disclosed, the following describes any plans or proposals
which Mr. Koenemund presently has with respect to the following enumerated
subparagraphs of Item 4 of Schedule 13D:
(b) None (c) None (d) None (e) None (f) None (g) None (h) None (i) None
(j) None
Item 5. Interest in Securities of the Issuer
(a) The following table sets forth the aggregate number and percentage of
outstanding shares of CHEFS common stock beneficially owned on the date of this
report by Mr. Koenemund.
Number of Shares Percentage
Frank Koenemund 233,334shs 5%
(b) Mr. Koenemund has sole power to vote and dispose of the 233,334 shares
of CHEFS common stock he presently owns.
(c) Other than the 100,000 shares of CHEFS common stock which he sold in a
private transaction on January 5, 1998, Frank Koenemund has made no other
purchases or acquisitions of CHEFS' securities during the preceding 60 days.
(d) Mr. Koenemund has sole power to receive or direct the receipt of
dividends from or the proceeds of sale from the said 233,334 shares of CHEFS
common stock.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationship with Respect to Securities of the Issuer
The 333,334 shares of CHEFS common stock issued to Mr. Koenemund in
connection with the Mr. Cookie Face acquisition were subject to forfeiture in
whole or in part if CHEFS provided Mr. Cookie Face with at least $5,000,000 of
funding for business development on or before January 30, 1994 and if Mr. Cookie
Face failed to attain certain specified levels of net revenue for the fiscal
years ended January 30, 1994 and January 29, 1995. CHEFS failed to provide such
funding and the shares were issued to Mr.
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Koenemund. See Item 4 above as to restrictions on exercise of the
options granted to Mr. Koenemund by Mr. Brennan. These options
expired without being exercised.
Item 7. Material to be Filed as Exhibits
- Acquisition Agreement dated as of June 30, 1993 between Frank Koenemund
and CHEFS containing forfeiture provisions with respect to the 333,334 shares of
CHEFS common stock issued to Mr. Koenemund in connection with the Mr. Cookie
Face acquisition.
(Section 9) (Previously Filed).
- July 23, 1993 option from Robert E. Brennan to purchase 500,000 shares
(Previously Filed).
- December 19, 1995 stock option agreement (Previously Filed).
SIGNATURE
After reasonable inquiry and to the best of my knowledge I certify that
the information set forth in this statement is true, complete and correct.
As of January 5, 1998 Frank Koenemund
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