SPARTA FOODS INC
8-K, 1996-02-06
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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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): February 2, 1996



                               Sparta Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)


        000-19318                                    41-1618240
(Commission File Number)                (I.R.S. Employer Identification Number)


                               2570 Kasota Avenue
                            St. Paul, Minnesota 55108
               (Address of Principal Executive Offices) (Zip Code)


                                 (612) 646-1888
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)






<PAGE>



Item 5.  Other Events

         The  information  required by this Item is incorporated by reference to
         the  information  published  for  release on  February 5, 1996 filed as
         Exhibit 20.1.




                                   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.


                                                 Sparta Foods, Inc.



Date: February 5, 1996                          By /s/ A. Merrill Ayers
                                                A. Merrill Ayers
                                                Chief Financial Officer

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  EXHIBIT INDEX

                                       to


                                    FORM 8-K


                               Sparta Foods, Inc.


- -------------------------------------------------------------------------------


 Exhibit                             
 Number           Exhibit Description 

 20.1             Press Release dated February 5, 1996











FROM:                                         FOR:
Swenson/Falker Associates Inc.                Sparta Foods, Inc.
121 South Eighth St., Suite 1111              2570 Kasota Avenue
Minneapolis, Minn.  55402                     St. Paul, Minn.  55108
Contact:  Doug Ewing (612) 371-0000           Contact:  A. Merrill Ayers, CFO
                                                       (612) 646-1888

FOR IMMEDIATE RELEASE

SPARTA FOODS COMPLETES $1.3 MILLION PRIVATE EQUITY PLACEMENT
- ------------------------------------------------------------------------------

     ST. PAUL, Minn.,  Feb. 5 -- Sparta Foods,  Inc.  (Nasdaq:  SPFO), a leading
regional  producer and  distributor of tortillas,  tortilla chips and salsas for
the  retail  food and  food  service  industries,  announced  today  that it has
completed  a private  equity  placement  of  $1,280,000,  including  significant
investments  by  management  of the  company,  directors  to be  elected  at the
company's annual shareholders  meeting,  and a group of private investors led by
John G. Kinnard and Company, Incorporated. The private equity financing resulted
in the issuance of 2,560,000 equity units,  each unit consisting of one share of
common  stock at 50 cents per share,  and a warrant to  purchase  an  additional
share of common stock at 75 cents per share.  The warrants are exercisable for a
three-year period. Sparta Foods' October 1995 private debt financing of $400,000
is being  converted  into the new equity.  As a result of the private  offering,
Sparta Foods' outstanding common shares have increased to 6,622,799 shares. Joel
P. Bachul,  president and chief executive officer, said, "We raised considerably
more equity capital than our original objective of $1,000,000. The retirement of
the  earlier  debt  financing  and the  availability  of more than  $800,000  in
additional  working  capital  funds are essential  ingredients  in Sparta Foods'
return to profitability.  All of the factors are now in place to achieve renewed
growth and a substantial  improvement in future  results." The company also said
that it has entered into a 10-year  lease  agreement  with Photran  Corporation,
Lakeville,  Minn., for the lease of Sparta Foods' Lakeville  facility.  Terms of
the  lease,  which  provides  an option to  purchase,  were not  disclosed.  The
45,000-square-foot  facility  was  formerly  used by  Sparta  for  tortilla  and
tortilla chip production.  All Lakeville operations were previously relocated to
Sparta Foods' production facility in St. Paul. A. Merrill Ayers, chief financial
officer,  said,  "We are  pleased  to  complete  the  leasing  of our  Lakeville
facility.  Our objective was to reduce  expense by locating all of Sparta Foods'
production  operations at one site.  The  relocation was completed in the fourth
quarter of fiscal 1995 and leasing the property  was key to  realizing  the cost
efficiencies  that  we  anticipate  in  the  future.   Consolidating  production
facilities  was only one of many  actions we have  taken to reduce  our  expense
ratios and restore Sparta Foods to profitability."  Sparta Foods,  headquartered
in  St.  Paul,  Minn.,  is a  regional  market  leader  in  the  production  and
distribution of Mexican-style food products to the food service and retail foods
industries. The company manufactures a broad line of Mexican-style food products
which includes tortillas,  tortilla chips,  picante and other salsas through its
wholly owned subsidiary,  LaCanasta of Minnesota,  Inc. Sparta Foods distributes
its Mexican-style food products to retail grocery chains under the LaCanasta(R),
Cruz(R), Mexitos(R), La Campana Paradiso(R), and Chapala(R) labels.

02/05/96





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