<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1998
Commission file No. 0-15320
The Fresh Juice Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2771046
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
280 Wilson Avenue,
Newark, New Jersey 07105
(Address of principal Executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 465-7100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No / /
The number of shares of $.01 par value Common Stock outstanding as of April 13,
1998 was 6,467,731.
<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 1998 AND NOVEMBER 30, 1997
<TABLE>
<CAPTION>
1998 1997
----------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 530,418 453,344
Trade accounts receivable................................. 3,240,586 3,156,893
Inventories............................................... 2,740,870 2,638,083
Current portion of notes receivable....................... 134,992 131,101
Prepaid income tax........................................ 8,000 8,000
Deferred income taxes..................................... 144,167 145,615
Prepaid and other current assets.......................... 277,833 201,069
----------- ----------
Total current assets............................... 7,076,867 6,734,105
----------- ----------
Property, plant and equipment, at cost:
Land...................................................... 30,000 30,000
Building and improvements................................. 2,862,261 2,839,823
Equipment................................................. 5,303,386 5,260,058
Molds..................................................... 264,333 264,333
Automobiles............................................... 275,702 266,255
----------- ----------
8,735,682 8,660,469
Less accumulated depreciation............................. 1,951,991 1,741,718
----------- ----------
Net property, plant and equipment.................. 6,783,691 6,918,751
Notes receivable, net of current portion.................... 373,009 365,621
Excess of cost over estimated fair values of net assets
acquired, net of accumulated amortization of $588,779 and
$496,379 in 1998 and 1997, respectively................... 6,803,551 6,895,951
Trademarks, patents, and other intangibles, net of
accumulated amortization of $191,765 and $112,156 in 1998
and 1997, respectively.................................... 1,060,176 1,075,820
Other assets................................................ 117,751 103,096
----------- ----------
Total assets....................................... 22,215,045 22,093,344
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable.............................................. 1,320,000 800,000
Current installments of long-term debt.................... 1,092,408 1,202,074
Accounts payable and accrued expenses..................... 2,700,880 3,149,102
Income taxes payable...................................... 75,698 263,606
----------- ----------
Total current liabilities.......................... 5,188,986 5,414,782
Long-term debt and obligations under capital lease, net of
current installments...................................... 3,435,892 3,597,151
Deferred rent............................................... 140,739 144,254
Deferred income taxes....................................... 803,944 773,900
----------- ----------
Total liabilities.................................. 9,569,561 9,930,087
----------- ----------
Shareholders' equity:
Series preferred stock par value $10. Authorized 7,000,000
shares; none issued..................................... -- --
Common stock, par value $.01. Authorized 30,000,000
shares; issued 6,679,669 in 1998 and 1997,
respectively............................................ 66,797 66,797
Additional paid-in capital................................ 9,453,958 9,453,958
Retained earnings......................................... 3,409,991 2,927,764
----------- ----------
12,930,746 12,448,519
Less cost of common shares held in treasury: 212,938 shares 285,262 285,262
----------- ----------
Total shareholders' equity......................... 12,645,484 12,163,257
Commitments and contingencies
----------- ----------
Total liabilities and shareholders' equity......... $22,215,045 22,093,344
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 29, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net Sales $9,404,044 $ 9,377,593
Cost of Goods Sold 6,386,738 6,695,936
---------- -----------
Gross Profit 3,017,306 2,681,657
Selling, General and Administrative Expenses 2,069,061 2,043,130
---------- -----------
Earnings (Loss) From Operations 948,245 638,527
Interest Income 12,356 5,171
Interest Expense (117,759) (138,424)
Other 9,769 8,981
---------- -----------
Earnings (Loss) Before Provision for Income Taxes 852,611 514,255
Provision for Income Taxes 370,384 1,600
---------- -----------
Net Earnings (Loss) 482,227 512,655
Retained Earnings, Beginning of Period 2,927,764 1,560,441
---------- -----------
Retained Earnings, End of Period $3,409,991 $ 2,073,096
========== ===========
Weighted Average Shares Outstanding
6,467,731 6,460,868
Basic and diluted earnings per share .07 .08
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 29, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $482,227 $ 512,655
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 340,898 358,230
Deferred Income Taxes 31,492
Changes in assets and liabilities:
Trade accounts receivable (83,693) (251,257)
Inventories (102,788) (152,056)
Prepaid and other current assets (76,764) 14,348
Notes receivable and other assets (25,934) 52,033
Accounts payable and accrued expenses (451,737) (590,043)
Income taxes payable (187,908) 26,331
-------- -----------
Net Cash Used In Operating Activities (74,207) (29,759)
Cash Flows From Investing Activities:
Acquisition of Distribution Route (7,328) --
Acquisitions of property, plant and equipment (90,466) (85,301)
Acquisition of Hansen's Juices, Inc., net of cash
acquired -- (37,756)
-------- ----------
Net Cash Used In Investing Activities (97,794) (123,057)
Cash Flows From Financing Activities:
Proceeds from notes payable 520,000 536,000
Repayment of long-term debt (270,925) (298,815)
--------- -----------
Net Cash Provided By Financing Activities 249,075 237,185
-------- -----------
Net Increase in Cash and Cash Equivalents 77,074 84,369
Cash and Cash Equivalents at Beginning of Period 453,344 133,768
--------- -----------
Cash and Cash Equivalents at End of Period $530,418 $ 218,137
======== ===========
Supplemental cash flow and non cash investing and financing activities
information:
Income taxes paid $526,800 $ 3,757
Interest paid $115,940 $ 138,424
Fair value of assets acquired $ -- $ 6,139,034
Debt and liabilities assumed -- 5,382,308
-------- -----------
Fair value of common stock issued $ -- $ 756,726
======== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998 AND NOVEMBER 30, 1997
(UNAUDITED)
(1) The consolidated financial information of The Fresh Juice Company, Inc. and
Subsidiaries (the Company), included herein has been prepared by the
Company and is unaudited; however, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair statement of the
financial position, results of operations, and cash flows for the interim
periods to which the report relates. The results of operations for the
periods ended February 28, 1998 are not necessarily indicative of the
operating results which may be achieved for the full year. All material
intercompany accounts and transactions have been eliminated in
consolidation.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's November 30, 1997 consolidated financial statements.
(2) Inventories at February 28, 1998 and November 30, 1997 consist of the
following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Raw Materials $1,360,031 $ 884,129
Finished Goods 1,380,839 1,753,954
---------- ----------
$2,740,870 $2,638,083
========== ==========
</TABLE>
(3) Hansen's Juices, Inc. (Hansen) which the Company acquired as of December 2,
1996, has been named as one of many defendants in a lawsuit filed by the
Franchise Holders of Southland Corporation (Southland), against Southland
and a large number of the purveyors to the Franchisees of Southland, i.e.,
7-Eleven stores. Hansen was one of the purveyors that has been named as a
defendant. However, there is only one cause of action which pertains to
Hansen's, and Hansen's is joined in that count with Southland, the
Coca-Cola Company and Pepsi-Cola Company. The basis of that cause of action
is that each of the named purveyors conspired to fix prices on soft drinks
by trying to set the Franchisees' retail price of their respective products
in order for the Franchisee(s) to obtain a discount off the wholesale
price. In the count in which Hansen's was named, the plaintiffs seek total
damages in excess of $50,000. The case is captioned 7-Eleven Owners For
Fair Franchising et al. v. The Southland Corporation, et al., is venued in
the Superior Court of the State of California for the County of Alameda and
bears case no. 722272-6. The case was filed in September, 1993. Hansen's
and the plaintiffs in this action have executed a settlement agreement
pursuant to which plaintiffs have agreed to dismiss their action against
Hansen's with prejudice, and Hansen's has agreed to bear its own costs
incurred in the litigation. The settlement is awaiting court approval. As a
result of the settlement and the impending final dismissal of the
proceedings, management of the Company believes that the ultimate
resolution of this matter will not have a material impact on the Company's
results of operations, liquidity or financial condition.
On or about May 12, 1997, Parley R. Blackwelder, a former employee of Clear
Springs, filed a lawsuit against Clear Springs, alleging a breach of his
employment agreement with Clear Springs and seeking in excess of $50,000 in
damages. The case is venued in The Circuit Court of The Tenth Judicial
Circuit In and For Polk County, Florida and has recently been amended to
name Clear Springs' successor by merger, The Fresh Juice Company of
Florida, Inc., as a party defendant. The case is presently in the discovery
phase. Management of the Company intends to vigorously defend against this
lawsuit and believes that the defense of the action as well as the ultimate
resolution of this matter will not have a material impact on the results of
operations, liquidity or financial condition of the Company.
(4) As of February 28, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". Basic earnings per
share is based on net income for the relevant period, divided by the
weighted average number of common shares outstanding during the period.
Diluted earnings per share is based on the net income for the relevant
period, divided by the weighted average number of common shares,
outstanding during the period. Common share equivalents, such as
outstanding stock options and warrants, are not included in the computation
since the effect would be antidilutive. Earnings per share amounts for all
periods have been presented and where appropriate, restated to conform to
the presentation now required.
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130) was issued in June 1997 and is effective
for fiscal years beginning after December 15, 1997. The Company believes
that the adoption of this accounting standard will not have a material
effect on the Company's consolidated financial position or results of
operations.
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information" was issued in June 1997
and is effective for periods beginning after December 15, 1997. This
statement established standards for the way that public business
enterprises report in information about operating segments in annual
financial statements and interim financial reports issued to stockholders.
The Company is currently evaluating the method of adoption it will utilize.
<PAGE> 6
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998 AND NOVEMBER 30, 1997
(UNAUDITED)
(5) The Company's provision for income taxes for the three months ended
February 28, 1997 reflects a $ - 0 - provision for federal income taxes
as the result of the utilization of net operating losses in effect as of
November 30, 1996. The Company's remaining net operating losses of
$66,598 were utilized in the fiscal quarter ended February 28, 1998.
(6) The Company announced on March 31, 1998 that it had entered into a
letter agreement with Saratoga Beverage Group, Inc. ("Saratoga") regarding
a possible acquisition of the Company by Saratoga at a cash purchase price
of not less than $3.75 per share (the "Letter Agreement"). The proposed
transaction is subject to, among other things, due diligence, financial
contingencies and the negotiation and execution of a definitive agreement.
In the Letter Agreement the Company has agreed to certain "No-shop"
provisions, subject to the fiduciary duties of the Company's board of
directors, through not later than April 25, 1998. The Letter Agreement
further provides for the payment to Saratoga by the Company of $750,000 in
the event the Company (i) enters into a definitive agreement and the
transaction is not consummated for reasons other than as a result of
Saratoga failing to obtain financing or complying with its obligations or
(ii) accepts a superior offer on or before a date not later than July 24,
1998. The Letter Agreement also provides for a payment, in lieu of the
$750,000 described above, of not more than $250,000 based upon documented,
out-of-pocket expenses of Saratoga, if the Company is unable to obtain a
fairness opinion from its investment banker with respect to the acquisition
by Saratoga at $3.75 per share and a superior offer is not accepted on or
before a date not later than July 24, 1998.
Simultaneously with the execution of the Letter Agreement, the Company and
Saratoga entered into a confidentiality agreement governing the
confidentiality of information exchanged by the Company and Saratoga in
pursuing the possible acquisition.
The Company has also been advised that Saratoga and Steven Smith, a
director, President and shareholder of the Company, have entered into an
Option Agreement dated March 16, 1998 and executed by Mr. Smith on March
18, 1998 (the "Option Agreement") whereby Mr. Smith has granted to Saratoga
the option to purchase 825,000 shares of his common stock in the Company at
$3.00 per share. The Option Agreement provides for the consideration to be
paid to Mr. Smith to be increased under certain circumstances involving an
acquisition of the Company at a price in excess of $3.00 per share.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
The Company's net sales have increased to $9,404,044 for the quarter ended
February 28, 1998, as compared to $9,377,593 for the quarter ended February 28,
1997, representing a 0.2% increase over the corresponding quarter of the
preceding year. Gross profit has increased to $3,017,306 for the quarter ended
February 28, 1998, as compared to $2,681,657 for the quarter ended February 28,
1997, representing an 11% increase over the corresponding quarter of the
preceding year. The increase in gross profit was more significant than the
increase in net sales, since gross margins have increased to 32.1% for the
quarter ended February 28, 1998, as compared to 28.6% for the quarter ended
February 28, 1997.
Selling, general and administrative expenses, have increased to $2,069,061
for the quarter ended February 28, 1998, as compared to $2,043,130 for the
quarter ended February 28, 1997, representing a 1.3% increase in selling,
general and administrative expenses over the corresponding quarter of the
preceding year. The interest expense relating to financing obtained in
connection with equipping the Florida Plant, the assumption of debt from the
Hansen's Merger, and the Company's existing $2,500,000 line of credit for
working capital, amounted to $117,759 for the quarter ended February 28, 1998,
as compared to $138,424 for the quarter ended February 28, 1997. This decrease
in interest expense resulted from the Company maintaining a lower outstanding
balance on its debt obligations throughout the majority of the fiscal quarter
ended February 28, 1998.
Earnings before provision for income taxes increased to $852,611 for the
quarter ended February 28, 1998, as compared to $514,225 for the quarter ended
February 28, 1997. This increase primarily resulted from a decrease in cost of
goods sold. As a result of the Company fully utilizing its net operating loss
carry forwards, net earnings decreased to $482,227 for the quarter ended
February 28, 1998, as compared to $512,655 for the quarter ended February 28,
1997.
FINANCIAL CONDITION
The current and total assets of the Company have increased to $7,076,867
and $22,215,045, respectively, as of February 28, 1998, as compared to
$6,734,105 and $22,093,344, respectively, as of November 30, 1997. The Company's
trade accounts receivable and inventories have increased to $3,240,586 and
$2,740,870, respectively, as of February 28, 1998, as compared as compared to
$3,156,893 and $2,638,083, respectively, as of November 30, 1997. Accounts
payable and accrued expenses have decreased to $2,700,880 as of February 28,
1998 as compared to $3,149,102 as of November 30, 1997. Current installments of
long term debt have decreased to $1,092,408 as of February 28, 1998, as compared
to $1,202,074 as of November 30, 1997. Additional draws on the Company's credit
line, used to pay the income taxes due for the fiscal year ended November 30,
1997 and for the quarter ended February 28, 1998, have resulted in an increase
in note payable to $1,320,000 as of February 28, 1998, as compared to $800,000
as of November 30, 1997.
LIQUIDITY
The Company has working capital of $1,887,881 at February 28, 1998, as
compared to working capital of $1,319,323 at November 30, 1997. The change
in the Company's working capital results primarily from earnings from
operations. The Company requires capital to support its capital improvements and
the level of inventory required to meet current demand as well as expected
future increases in demand for its products. To provide additional liquidity, in
August 1996, the Company obtained a $2,500,000 line of credit with Fleet Bank,
N.A. At February 28, 1998, the amount drawn on the Company's line of credit was
$1,320,000 leaving $1,164,433 available as of such date. As of April 14, 1998,
approximately $1,180,000 of the line of credit it still available, depending
upon qualified levels of accounts receivable and inventories as defined in the
Loan Agreement. The Company typically invests approximately $2.5 million from
January through June to replenish its yearly fresh-frozen juice inventory. The
Company believes that it has sufficient liquidity to conduct its business and to
build its fresh-frozen inventory during the remainder of the Florida harvest
season to meet the Company's current customers' demands for fresh-frozen
products. A lack of availability of quality fruit and higher cost of citrus
would hamper the Company's ability to maintain its rate of growth and its
current gross profit level. In connection with the Hansen's Merger, the Company
assumed the debt obligations of Hansen's. The Company believes that the result
of its operations (inclusive of Hansen's) will be sufficient to meet these
additional debt obligations.
On August 1, 1998, the Company has a balloon payment due on the mortgage
payable in connection with the Florida plant in the amount of $458,754. In
addition, on August 5, 1998, the Company's $2,500,000 line of credit with its
institutional lender terminates. The Company is presently in the process of
negotiating with its institutional lender for an extension on its line of
credit. In addition, the Company will negotiate a new instrument to payoff the
balloon payment due August 1, 1998. Management believes that the terms of the
extension and new instrument will not have an adverse effect on operations or
liquidity.
Year 2000 Issue
Many existing computer programs use only two digits rather than four to
specify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000. The Company utilizes software and related computer
technologies essential to its operations that will be affected by the Year 2000
issue. The Company has undertaken a systems' readiness program, which is
designed to mitigate the risks associated with the Year 2000 issue. This program
involves an analysis of systems to determine those that are not presently Year
2000 compliant, the establishment of a plan to either modify or replace those
systems and the modification and procurement of systems to make them Year 2000
compliant. Although the Company is endeavoring to ensure that the Year 2000
readiness program is comprehensive, it can make no assurance that the program
will address all Year 2000 compliance issues in a timely manner. If such
modifications and procurements are not completed or if problems are not
discovered and rectified on a timely basis, the Year 2000 issue may have a
<PAGE> 8
material impact on the operations of the Company. The Company has identified,
replaced and modified some of these systems during fiscal year 1997 and is
scheduled, for reasons other than Year 2000 issues, to rebuild its network
systems for its Northeast and Florida operations during fiscal 1998.
EVENT SUBSEQUENT TO END OF FISCAL QUARTER
The Company announced on March 31, 1998 that it had entered into a
letter agreement with Saratoga Beverage Group, Inc. ("Saratoga") regarding a
possible acquisition of the Company by Saratoga at a cash purchase price of not
less than $3.75 per share (the "Letter Agreement"). The proposed transaction is
subject to, among other things, due diligence, financial contingencies and the
negotiation and execution of a definitive agreement.
In the Letter Agreement the Company has agreed to certain "No-shop"
provisions, subject to the fiduciary duties of the Company's board of directors,
through not later than April 25, 1998. The Letter Agreement further provides for
the payment to Saratoga by the Company of $750,000 in the event the Company (i)
enters into a definitive agreement and the transaction is not consummated for
reasons other than as a result of Saratoga failing to obtain financing or
complying with its obligations or (ii) accepts a superior offer on or before a
date not later than July 24, 1998. The Letter Agreement also provides for a
payment, in lieu of the $750,000 described above, of not more than $250,000
based upon documented, out-of-pocket expenses of Saratoga, if the Company is
unable to obtain a fairness opinion from its investment banker with respect to
the acquisition by Saratoga at $3.75 per share and a superior offer is not
accepted on or before a date not later than July 24, 1998.
Simultaneously with the execution of the Letter Agreement, the Company
and Saratoga entered into a confidentiality agreement governing the
confidentiality of information exchanged by the Company and Saratoga in pursuing
the possible acquisition.
The Company has also been advised that Saratoga and Steven Smith, a
director, President and shareholder of the Company, have entered into an Option
Agreement dated March 16, 1998 and executed by Mr. Smith on March 18, 1998 (the
"Option Agreement") whereby Mr. Smith has granted to Saratoga the option to
purchase 825,000 shares of his common stock in the Company at $3.00 per share.
The Option Agreement provides for the consideration to be paid to Mr. Smith to
be increased under certain circumstances involving an acquisition of the Company
at a price in excess of $3.00 per share.
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed in the Company's Annual Report on Form
10-KSB, the Company's subsidiary, The Fresh Juice Company of California, Inc.
(formerly Hansen's), has been named as one of many defendants in a lawsuit filed
by the Franchise Holders of Southland Corporation ("Southland") against
Southland and a large number of the purveyors to the Franchisees of Southland,
i.e., 7-Eleven stores. Hansen's was one of the purveyors that has been named as
a defendant. However, there is only one cause of action which pertains to
Hansen's, and Hansen's is joined in that count with Southland, The Coca-Cola
Company and Pepsi-Cola Company. The basis of that cause of action is that each
of the named purveyors conspired to fix prices on soft drinks by trying to set
the Franchisees' retail price of their respective products in order for the
Franchisee(s) to obtain a discount off the wholesale price. In the count in
which Hansen's was named, the plaintiffs seek total damages in excess of
$50,000. The case is captioned 7-Eleven Owners For Fair Franchising et al. v.
The Southland Corporation, et al., is venued in the Superior Court of the State
of California for the County of Alameda and bears case no. 722272-6. The case
was filed in September, 1993. Hansen's and the plaintiffs in this action have
executed a settlement agreement pursuant to which plaintiffs have agreed to
dismiss their action against Hansen's with prejudice, and Hansen's has agreed to
bear its own costs incurred in the litigation. The settlement is awaiting court
approval. As a result of the settlement and impending final dismissal of the
proceedings, management of the Company believes that the ultimate resolution of
this matter will not have a material impact on the Company's results of
operations, liquidity or financial condition.
<PAGE> 10
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On January 6, 1998, the Company
filed an Amendment to Current Report on Form 8-K/A (the "Amendment") to amend a
Current Report on Form 8-K previously filed by the Company on April 11, 1996,
which reported on, among other items, the merger of the Company and The Ultimate
Juice Company, Inc. on March 31, 1996 (the "April 1996 Form 8-K). The Amendment
was filed for the sole purpose of correcting an exhibit filed with the April
1996 Form 8-K. Through inadvertence, the April 1996 Form 8-K filed by the
Company included as Exhibit 10(d) a draft of the Company's employment agreement
with Steven Smith. The final version of that employment agreement was not filed
as an exhibit to the April 1996 Form 8-K. The Amendment corrected the error and
filed the final employment agreement between the Company and Steven Smith, as
executed, as Exhibit 10(d) thereto. No financial statements were filed in
connection with the Amendment to Current Report on Form 8-K/A described above.
<PAGE> 11
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, thereunto duly authorized.
THE FRESH JUICE COMPANY, INC.
Dated: April 14, 1998 By: /s/ Steven M. Bogen
--------------------
Steven M. Bogen
Co-Chairman of the Board and
Chief Executive Officer
(principal executive officer)
Dated: April 14, 1998 By: /s/ Mark Feldman
-----------------
Mark Feldman, Chief Financial
Officer (principal financial officer and
principal accounting officer)
<PAGE> 12
EXHIBIT INDEX
Exhibit
27 Financial Data Schedule
