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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 30, 1997
THE FRESH JUICE COMPANY, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-15320 11-2771046
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(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
35 Walnut Avenue, Suite 4, Clark, New Jersey 07066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 396-1112
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Item 5. Other Events.
By Unanimous Written Consent of the Board of Directors dated June
20, 1997, The Fresh Juice Company, Inc. (the "Company") increased the size of
its Board of Directors from four members to five members, and approved an
amendment to the Company's By-laws to provide that the Company's Board of
Directors shall consist of five (5) members.
Jeffrey Heavirland, the President and Chief Executive Officer of the
Company's wholly owned subsidiary, The Fresh Juice Company of California, Inc.,
has been elected to fill the newly-created directorship.
In connection with the increase in size of the Company's Board of
Directors, Steven M. Bogen ("Bogen"), the Company's Co-Chairman and Chief
Executive Officer, and Steve Smith ("Smith"), the Company's Co-Chairman and
President, executed a Modification of Stockholders' Agreement pursuant to which
that certain Stockholders' Agreement between Bogen and Smith dated March 31,
1997 has been modified to eliminate the requirements that (i) the number of
directors of the Company remain at an even number; (ii) Bogen and Smith each
nominate one-half of the number of directors eligible for election each year;
and (iii) Bogen and Smith each vote for the other's nominees for director. These
requirements have been replaced with the requirements that (i) Bogen and Smith
shall each have the right to designate two of the nominees to the Board of
Directors of the Company (collectively, the "Management Nominees"); (ii) future
expansion of the size of the Company's Board of Directors shall be determined
by majority vote of the Board of Directors; and (iii) with the exception of the
Management Nominees, any future nominee(s) for election to serve as a member of
the Company's Board of Directors shall not be deemed to be one of the Management
Nominees as that term is defined
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in Section 1(a) of the Stockholders' Agreement and such nominee(s) shall be
nominated and elected in accordance with the Company's By-laws and Delaware
General Corporation Law.
The Company's news release, issued in connection with this event on
June 30, 1997, and the Modification of Stockholders' Agreement each appear as an
Exhibit to this report and are incorporated herein by reference. The foregoing
summary is qualified in its entirety by reference to such documents.
Item 7. Financial Statements and Exhibits.
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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10(i) Modification of Stockholders' Agreement
dated June 20, 1997.
99 News Release dated June 30, 1997.
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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 THEREUNTO DULY AUTHORIZED.
THE FRESH JUICE COMPANY, INC.
By: /s/ Steven M. Bogen
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Steven M. Bogen, Chief Executive Officer
Dated: July 8, 1997
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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10(i) Modification of Stockholders' Agreement
dated June 20, 1997.
99 News Release dated June 30, 1997.
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EXHIBIT 10(i)
MODIFICATION OF STOCKHOLDERS' AGREEMENT
THIS MODIFICATION TO STOCKHOLDERS' AGREEMENT, dated as of this 20th
day of June, 1997, is entered into by Steve Smith ("Smith") and Steven M. Bogen
("Bogen") (each a "Stockholder", and collectively the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Stockholders entered into a "Stockholders' Agreement"
dated as of March 31, 1996 in connection with the merger of The Ultimate Juice
Company, Inc. with and into The Fresh Juice Company, Inc. (the "Company"); and
WHEREAS, the parties hereto desire to enter into this "Modification
Agreement" to modify the terms of the Stockholders' Agreement as set forth
herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1(a) of the Stockholders' Agreement shall be deleted and
replaced with the following:
A. "1. Board of Directors; Election of Directors. (a) Each
Stockholder agrees that Smith and Bogen shall each have the right to designate
two (inclusive of themselves) of the nominees (the "Management Nominees") to the
Board of Directors of the Company."
B. With the exception of the Management Nominees (i.e. the first
four nominees), any future nominee(s) for election to serve as a member of the
Company's Board of Directors shall not be deemed to be one of the Management
Nominees as that term is defined in Section 1(a) of the Stockholders' Agreement,
and such nominee(s) shall be nominated and elected in accordance with the
Company's By-laws and Delaware General Corporation Law.
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C. Notwithstanding anything in the Stockholders' Agreement to the
contrary, the Stockholders hereby agree that any future expansion of the size of
the Company's Board of Directors shall be determined by a majority vote of the
Board of Directors and such vote shall not be restricted or controlled by the
Stockholders' Agreement.
D. This Modification Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same instrument.
E. Except as modified herein, the terms of the Stockholders'
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Modification
Agreement as of the date first written above.
/s/ Steve Smith
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Steve Smith
/s/ Steven M. Bogen
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Steven M. Bogen
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EXHIBIT 99
THE FRESH JUICE COMPANY
THE FRESH JUICE COMPANY ANNOUNCES
EXPANSION OF BOARD OF DIRECTORS
NAMING JEFFREY HEAVIRLAND AS FIFTH BOARD MEMBER
FOR IMMEDIATE RELEASE
Friday, June 30, 1997
CLARK, NEW JERSEY, Friday, June 30, 1997 -- The Fresh Juice Company, Inc.
(NASDAQ: FRSH) announced today that it has increased its Board of Directors from
four to five members and has elected Jeffrey Heavirland, President and Chief
Executive Officer of The Fresh Juice Company of California, Inc. d/b/a Hansen's
Juices to the newly-created directorship. Mr. Heavirland has been actively
involved in the juice-beverage industry for 10 years and was a Director and Vice
President of Hansen's Juices, Inc. when it was merged into The Fresh Juice
Company's wholly owned subsidiary, The Fresh Juice Company of California, Inc.,
on December 2, 1996. Upon consummation of that merger, Mr. Heavirland was named
President and Chief Executive Officer of The Fresh Juice Company of California,
Inc. and he continues in such positions at this time. Mr. Heavirland has
accepted his position on the Company's Board and stated that he looks forward
to making significant contributions to the management of the Company.
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For further information, please contact: Jeff Smith
Vice President
Strategic Development & Investor
Relations
The Fresh Juice Company, Inc.
</TABLE> (908) 396-1112
