COLORADO PRIME CORP
8-K, 1998-08-19
NONSTORE RETAILERS
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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): August 19, 1998


                           COLORADO PRIME CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


         1-09559                                        11-2826129
- ------------------------                   ------------------------------------
(Commission File Number)                   (IRS Employer Identification Number)


                               One Michael Avenue
                              Farmingdale, NY 11735
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (516) 694-1111
                     ---------------------------------------
                     (Telephone Number, Including Area Code)


                                (Not Applicable)
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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<PAGE>

Item 5.  Other Events.

             Colorado Prime Corporation, a Delaware Corporation (the "Company"),
announced that effective September 7, 1998, Mr. William F. Dordelman would
resign as Chief Executive Officer and Chairman of the Board of the Company, and
that Dr. Paul G. Stern, currently a member of the Board of Directors of the
Company, would replace Mr. Dordelman in such capacities. The Company also
announced that effective August 31, 1998, Mr. Paul A. Roman would become the
President and Chief Operating Officer of the Company. A copy of the Company's
press release announcing his resignation is filed as an exhibit hereto and is
incorporated by reference herein.

Item 7.  Financial Statements and Exhibits.

             The following exhibits are filed as a part of this report:

            Exhibit No.

               99.1        News release              Filed herewith.





<PAGE>



                                   SIGNATURES

             Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.


                                              Colorado Prime Corporation

                                              By   /s/ Matthew Burris
                                                   ----------------------------
                                                        Matthew Burris
                                                        Chief Financial Officer

                                                  Date: August 19, 1998


<PAGE>

                                  EXHIBIT INDEX



            Exhibit No.

               99.1        News release                 Filed herewith.



                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

For More Information Contact:

Matthew Burris, Chief Financial Officer
Colorado Prime Corporation
Farmingdale, New York
Tel:  516-694-1111
Fax:  516-694-8493


Farmingdale, New York, August 19, 1998 - Colorado Prime Corporation (the
"Company") announced today that William F. Dordelman announced his resignation
as Chief Executive Officer and Chairman of the Board of Directors, of the
Company and Colorado Prime Holdings, Inc. ("Holdings"), the sole shareholder of
the Company, effective September 7, 1998. The Company announced that Mr.
Dordelman would remain as a member of the Board of Directors of the Company and
Holdings and as a member of the Company's Executive Committee. After his
resignation from the Company, Mr. Dordelman also will serve in an advisory
capacity to Thayer Equity Investors III, L.P. ("Thayer"), a private equity
investment fund that acquired Colorado Prime Holdings, Inc. in a leveraged
buyout transaction in May of 1997.

The Company also announced that Dr. Paul G. Stern, a co-founder of Thayer, will
assume the positions of Chairman and Chief Executive Officer of the Company and
Holdings following Mr. Dordelman's resignation. Prior to the founding of Thayer,
Dr. Stern served in several senior executive positions in major companies in
North America and Europe, including Chairman and Chief Executive Officer of
Northern Telecom Ltd., President and Chief Operating Officer or Burroughs (later
Unisys) Corporation, and Chairman and Chief Executive Officer of Braun AG.

In addition, the Company announced that Mr. Paul A. Roman will join the Company
as President and Chief Operating Officer, effective August 31, 1998. Most
recently Mr. Roman was President of Rollins Protective Services, a provider of
electronic security services for commercial and residential alarm customers
throughout the United States and a former division of Rollins Inc.

Colorado Prime Corporation, based in Farmingdale, New York, is a leading direct
marketer of home shopping services, offering high quality, value added food
programs and products related to in-home dining and entertainment through a
combination of telemarketing and in-home selling.



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