SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): July 7, 1999
CHEFS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-8513 22-2058515
(Commission File Number) (IRS Employer Identification No.)
62 Broadway, Point Pleasant Beach, New Jersey 08742
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 732-295-0350
Not Applicable
(Former name of former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On July 7, 1999, Michael F. Lombardi, Joseph S. Lombardi, Stephen F.
Lombardi and Anthony M. Lombardi were elected as directors of Chefs
International, Inc. ("Chefs") to fill the vacancies created by the resignations
of Anthony Papalia, Martin W. Fletcher, Jack Mariucci and James Fletcher. The
current members of the Chefs' Board of Directors are:
Name Age Position
Robert M. Lombardi 47 Director
Michael F. Lombardi 50 Director
Joseph S. Lombardi 48 Director
Stephen F. Lombardi 43 Director
Anthony M. Lombardi 43 Director
The new directors are members of a group of stockholders (the
"Lombardi Group") that beneficially owns in the aggregate 2,281,610 shares of
Chefs' common stock, or 50.8% of the outstanding shares. The members of the
Lombardi Group include the five current directors listed above and Lombardi &
Lombardi, P.A., Lombardi & Lombardi, P.A. Defined Benefit Pension Plan, and
December '95 Investment Club. The Lombardi Group controls Chefs by virtue of its
beneficial ownership of a majority of Chef's outstanding common stock and its
control of the Chefs' Board of Directors.
On May 20, 1999, Michael F. Lombardi, Joseph S. Lombardi, Robert M.
Lombardi, Anthony M. Lombardi, Joseph A. Lombardi and Stephen F. Lombardi
purchased 1,722,445 shares of Chefs' common stock for $2.50 per share from
Donald F. Conway, Chapter 11 Trustee for the bankruptcy estate of Robert E.
Brennan. The purchase was made pursuant to a Stock Purchase Agreement, dated
June 25, 1998, as amended, and Court Orders dated September 18, 1998 and
November 4, 1998 of the U.S. Bankruptcy Court for the District of New Jersey.
The 1,722,445 shares were acquired as follows: 1,055,556 by Robert M. Lombardi;
66,889 by Anthony M. Lombardi; and 600,000 by Joseph S. Lombardi. All funds used
by Anthony M. Lombardi and Joseph S. Lombardi to purchase the shares from the
Trustee were derived from their respective personal funds. All funds used by
Robert M. Lombardi to purchase shares from the Trustee were derived from his
personal funds, except that he received a $555,555 loan from the Lombardi &
Lombardi, P.A. Defined Benefit Pension Plan and a $416,666 loan from the
Lombardi & Lombardi, P.A. Profit Sharing Plan to fund a portion of his
acquisition.
With their control of Chefs, the Lombardi Group intends to evaluate:
* the business direction of Chefs;
* the performance of Chefs' current executive officers; and
* actions which might be taken to maximize stockholder value,
including various strategic transactions and alternatives.
Item 7. Financial Statements and Exhibits
The following exhibits are incorporated by reference in this Current
Report on Form 8-K:
99.1 Amendment No. 4 to Schedule 13D of the Lombardi Group is
incorporated by reference to the Schedule 13D filed by the
Lombardi Group with the SEC on June 2, 1999.
99.2 Information Statement of the Registrant Pursuant to Section
14(f) of the Securities Exchange Act of 1934 is incorporated
by reference to the Information Statement filed by the
Registrant with the SEC on June 24, 1999.
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.
CHEFS INTERNATIONAL, INC.
/s/ Robert M. Lombardi
Robert M. Lombardi, Chairman of
the Board
Dated: July 19, 1999
