<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
CALIFORNIA CULINARY ACADEMY, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies: Not
Applicable
2) Aggregate number of securities to which transaction applies: Not
Applicable
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: Not Applicable
4) Proposed maximum aggregate value of transaction: Not Applicable
5) Total fee paid: Not Applicable
[X] Fee paid previously with preliminary materials.
[ ] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: Not Applicable
2) Form, Schedule or Registration Statement No.: Not Applicable
3) Filing Party: Not Applicable
4) Date Filed: Not Applicable
<PAGE>
CALIFORNIA CULINARY ACADEMY, INC.
625 POLK STREET
SAN FRANCISCO, CALIFORNIA 94102
May 29, 1996
TO THE SHAREHOLDERS OF CALIFORNIA CULINARY ACADEMY, INC.
This is to inform you that the holders of more than 50% of the outstanding
shares of Common Stock of the California Culinary Academy, Inc. (the "Academy")
have agreed to take action by written consent of the shareholders to approve the
following action: An amendment to the Academy's Amended and Restated Articles
of Incorporation to provide for a class of capital stock, to be designated
"Preferred Stock" and to authorize the issuance of up to 5,000,000 shares
thereof, which may be issued in one or more series, with such rights,
preferences, privileges and restrictions as shall be fixed by the Academy's
Board of Directors from time to time (the "Amendment").
The Board of Directors has determined that it would be desirable and in the
best interest of the Academy to amend the Amended and Restated Articles of
Incorporation to change the authorized capital in order to provide for the
issuance of shares of Preferred Stock for existing and future financing needs.
The Academy is currently conducting a private placement (the "Private
Placement") of 7.5% Convertible Subordinated Promissory Notes that are
convertible into Common Stock at the option of the holder or, upon the
authorization of a series of Preferred Stock following the subject Amendment,
automatically into Preferred Stock, as of the date of the authorization of such
series of Preferred Stock. Details of the Preferred Stock contemplated to be
created and issued are described in some detail in the Information Statement.
Pursuant to the provisions of California law and the Academy's Amended and
Restated Articles of Incorporation, the holders of at least a majority of the
outstanding voting shares are permitted to approve the Amendment by written
consent in lieu of a meeting, provided that prompt notice of such action is
given to the other shareholders. Pursuant to the rules and regulations
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), an
information statement must be sent to the holders of voting stock who do not
sign the written consent (the "Holders") at least 20 days prior to the effective
date of the action. This notice, which is being sent to all Holders of record on
April 30, 1996, is intended to serve as such notice under California law and as
the Information Statement required by the Exchange Act.
Please note that you are not being asked to send a proxy and you are
requested not to send one.
Sincerely yours,
THEODORE G. CROCKER
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
CALIFORNIA CULINARY ACADEMY, INC.
625 POLK STREET
SAN FRANCISCO, CALIFORNIA 94102
NOTICE OF ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CALIFORNIA CULINARY ACADEMY, INC.:
Notice is hereby given that the holders of more than 50% of the outstanding
shares of Common Stock of the California Culinary Academy, Inc. (the "Academy")
have agreed to take action by written consent of the shareholders to approve the
following action: An amendment to the Academy's Restated Articles of
Incorporation to provide for a class of capital stock, to be designated
"Preferred Stock" and to authorize the issuance of up to 5,000,000 shares
thereof, with such rights, preferences, privileges and restrictions as shall be
fixed by the Academy's Board of Directors from time to time (the "Amendment").
The foregoing action is more fully described in the Information Statement
accompanying this Notice. April 30, 1996 has been fixed as the record date for
the determination of shareholders entitled to notice of the taking of such
action by written consent of the shareholders (the "Consent Action"). The
Amendment will be effective on or about the 21st day after the date of the
accompanying Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
John Shea Pierce
SECRETARY
San Francisco, California
May 29, 1996
<PAGE>
CALIFORNIA CULINARY ACADEMY, INC.
INFORMATION STATEMENT
-------------
This Information Statement is furnished to shareholders by California
Culinary Academy, Inc. (the "Academy") in accordance with the requirements of
Section 14 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Regulation 14C promulgated thereunder.
Consents by the holders of a majority of the outstanding Common Stock will
be sought as of the date of this Information Statement. No action will be deemed
effective until at least 20 days following the date hereof.
Shareholders of record as of April 30, 1996 (the "Record Date") are
entitled to notice of the Consent Actions to be taken, as described herein. This
Information Statement is being mailed on or about May 29, 1996 to the
shareholders of record as of the Record Date.
- --------------------------------------------------------------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
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<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL HOLDERS
On April 30, 1996, the record date for shareholders entitled to notice of
the Consent Actions described herein, the Academy's outstanding voting
securities consisted of 3,113,600 shares of Common Stock, each share of which
is entitled to one vote. There are no shares of Preferred Stock issued and
outstanding as of April 30, 1996.
The following table sets forth certain information as of April 30, 1996
with respect to the shares of Common Stock beneficially owned by (i) persons
known by the Academy to own more than five percent of the outstanding shares of
Common Stock; (ii) each director and nominee for director; and (iii) all
directors and executive officers of the Academy as a group. Ownership
information is based upon information furnished by the respective individuals.
SHARES BENEFICIALLY OWNED (1)
-----------------------------------
DIRECTORS AND 5% SHAREHOLDERS NUMBER PERCENT
- ----------------------------------- -------------------- ---------
Theodore G. Crocker(2) 1,283,649 (3) 39.2%
William G. DeMar(2) 271,135 (4) 8.6
Robert J. Marani(2) 222,002 (5) 6.9
W. Bruce C. Bailey 0 0
Grover T. Wickersham 15,850 (6) *
All Executive Officers and Directors
as a group (8 persons) 1,855,124 (7) 53.1
- -----------
(1) Beneficial ownership of directors, officers and 5% or more shareholders
includes both outstanding Common Stock and shares issuable upon exercise of
warrants or options that are currently exercisable or will become
exercisable within 60 days after the date of this table.
(2) The address for the persons named in the table to which this footnote
applies is 625 Polk Street, San Francisco, California 94102.
(3) Includes 161,526 shares of Common Stock issuable upon exercise of currently
exercisable options and warrants.
(4) Includes 40,152 shares of Common Stock issuable upon exercise of currently
exercisable options and warrants.
(5) Includes 86,002 shares of Common Stock issuable upon exercise of currently
exercisable options and warrants.
(6) Includes 14,850 shares of Common Stock issuable upon exercise of currently
exercisable options.
(7) Includes 363,983 shares of Common Stock issuable upon exercise of currently
exercisable options and warrants.
The Academy knows of no arrangements that will result in a change in
control subsequent to the date hereof. Except as otherwise noted, the persons
named in the table have sole voting and investment power with respect to all
shares shown as beneficially owned by then, subject to community property laws,
where applicable.
<PAGE>
BACKGROUND CONCERNING
THE CONSENT ACTION
The Academy is taking the Consent Action at this time to allow for the
issuance of Preferred Stock in a private placement currently in process and to
provide flexibility for possible future financings, if and when authorized by
the Board of Directors.
The Academy's ongoing private placement (the "Private Placement") could
raise up to $5,000,000, with no minimum, through the issuance of 7.5%
Convertible Subordinated Promissory Notes due 2006 (the "Convertible Notes").
Management believes, but cannot guarantee, that the Private Placement will
result in net proceeds to the Academy of between $2,000,000 and $3,000,000. The
net proceeds will be used for expansion of the Academy's programmatical
offerings, as working capital for general corporate purposes and to partially
fund possible future acquisitions.
The Convertible Notes being issued in the Private Placement are convertible
into Common Stock at the option of the holder. In addition, if there is a new
series of Preferred Stock the Academy becomes legally authorized to issue, the
Convertible Notes will automatically convert into the new series of Preferred
Stock. The Preferred Stock currently authorized by the Academy's Articles do not
have the same rights, preferences, privileges and restrictions as the Preferred
Stock proposed to be issued pursuant to the Private Placement. Accordingly, the
Academy must amend its Articles to provide the flexibility to use Preferred
Stock as a financing vehicle both in the Private Placement and in future
financings or for other legitimate corporate purposes. Appendix B to this
Information Statement sets forth the terms of the Preferred Stock that have been
offered to investors in the Private Placement.
Shareholder approval is required to amend the Articles to authorize a class
of Preferred Stock that can be issued in one or more series, with the Board
being given the authority to determine the rights, preferences, privileges and
restrictions of all unissued series of Preferred Stock.
<PAGE>
AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
The Board of Directors has recommended and declared advisable the adoption
of a resolution to amend the Articles to increase the number of authorized
shares of Preferred Stock and to provide for the ability of the Board to
designate one or more series of Preferred Stock and to determine and alter the
rights, preferences, privileges and restrictions to be granted and imposed upon
such series of Preferred Stock (so called "blank check preferred").
If adopted, Article III of the Academy's current Articles will be amended
to read substantially in the form set forth in Appendix A hereto. If changes are
required in the amendment by the California Secretary of State, the officers of
the Academy shall be authorized, by the approval given by the shareholders for
the amendment, to make any such necessary changes in the language of the
amendment as may be required be the California Secretary of State.
Under the present Articles, the Academy is authorized to issue 20,003,100
shares of its capital stock, divided into three classes separate classes: Common
(20,000,000 shares), Series A Preferred (1,550 shares) and Series B Preferred
(1,550). The rights, preferences, privileges and restrictions of such Series A
and Series B Preferred Stock are fixed in the Articles and cannot be changed
other than by an amendment to the Articles. In addition, the number of shares of
each class of Preferred Stock is very limited, making any future Preferred Stock
financing extremely difficult, if not impossible.
The proposed Amendment to the Articles will permit the Academy to issue
additional shares of Preferred Stock and will give the Board the flexibility to
determine the terms of the Preferred Stock to be issued. The Board of Directors
believes that it is desirable both to have a sufficient number of additional
shares of Preferred Stock and to give the Board the flexibility to determine the
specific provisions of the securities will be, as the occasion may arise, for
possible future financing and acquisition transactions and other proper
corporate purposes. Having such additional shares available for issuance in the
future would give the Academy greater flexibility and allow shares of Preferred
Stock to be issued without the expense and delay of a special shareholders
meeting.
The ability of a board of directors to designate one or more series of
preferred stock and to fix the rights, preferences, privileges and restrictions
of any such series is a typical provision in articles of incorporation of many
public and private companies. The Board would have the ability, however, to
create one or more series of Preferred Stock that could have rights, preferences
and privileges in excess of those conferred upon the Common Stock.
If the amendment to the Articles is approved, the Board of Directors
intends to designate 700,000 shares of a series of Preferred Stock (Series A
Preferred) that is expected to carry the rights, preferences, privileges and
restrictions set forth in Appendix B hereto. The number of shares and such
terms may be changed by the Board if deemed advisable by the Board.
<PAGE>
No director or officer of the Academy nor any person who has held such
position at any time since the beginning of the last fiscal year has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the adoption of the proposed Amendment to the Articles.
The effective date of the proposed Amendment will be the date upon which
the required filing is made in the Office of the California Secretary of State.
Such filing will be made as soon thereafter as practicable after proper notice
to the shareholders. It is anticipated that the Amendment will be submitted for
filing on or about the 21st day after the date of this Information Statement,
which will satisfy the notice requirements under both federal and California
law.
REQUIRED VOTE
The approval of the Amendment to the Articles requires the affirmative vote
of the holders of a majority of the outstanding shares entitled to vote. The
Academy expects to obtain the required votes by obtaining the written consent of
shareholders holding an aggregate of a majority of the outstanding shares.
<PAGE>
OTHER MATTERS
The Academy will pay the cost of distributing this Information Statement,
including the cost of assembling and mailing it. The Academy will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement to the
beneficial owners of the Academy's Common Stock.
BY ORDER OF THE BOARD OF DIRECTORS
Jack Shea Pierce
SECRETARY
May 29, 1996
San Francisco, California
<PAGE>
Appendix A
CERTIFICATE OF AMENDMENT
OF RESTATED ARTICLES OF INCORPORATION
OF CALIFORNIA CULINARY ACADEMY, INC.
KEITH H. KEOGH and CHRISTINE E. MUNSON, certify that:
1. They are the President and Chief Financial Officer, respectively,
of California Culinary Academy, Inc.
2. Article III of the Restated Articles of Incorporation, as
previously amended, of this corporation is amended to read as follows:
ARTICLE III
The corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock," respectively. The total
number of shares of stock that this corporation has the authority to issue
is 25,000,000, consisting of 20,000,000 shares of Common Stock, no par
value, and 5,000,000 shares of Preferred Stock, no par value.
The Preferred Stock may be divided into such number of series as the
Board of Directors may determine. The Board of Directors is authorized to
determine and alter the rights, preferences, privileges and restrictions
granted to and imposed upon any wholly unissued series of Preferred Stock,
and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors
within the limits and restrictions stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decreased (but not below the
number of shares of such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series.
3. The foregoing amendment of the Restated Articles of Incorporation
has been duly approved by the board of directors.
4. The foregoing amendment of the Restated Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of outstanding shares of
the corporation is 3,113,600. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50%.
8
<PAGE>
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated this ___ day of June, 1996.
------------------------------------
Keith H. Keogh
PRESIDENT
------------------------------------
Christine E. Munson
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL
OFFICER
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<PAGE>
Appendix B
SUMMARY OF TERMS OF THE
7.5% CONVERTIBLE PREFERRED STOCK
Conversion . . . . . . . . . Each share of Preferred Stock is convertible
at any time at the option of the holder into
the Company's Common Stock at (i) $5.50 per
share (as to Notes issued on or before April
30, 1996) or (ii) a 15% discount from the
average of the closing price of the Common
Stock for the five trading days immediately
preceding the date of conversion (as to Notes
issued on or after May 1, 1996). The
conversion price described in (i) and (ii),
as the case may be, is referred to herein as
the "Initial Conversion Price." The
Conversion Price shall be subject to
adjustment for stock splits, reverse stock
splits and similar recapitalization events.
After six months from the final closing of
this offering, each share of Preferred Stock
will convert automatically if the closing
price of the Common Stock equals or exceeds
$8.00 for 20 consecutive trading days. No
fractional shares will be issued in
connection with either the optional or
automatic conversion of Preferred Stock but,
in lieu thereof, an appropriate amount will
be paid in cash by the Company based upon the
Conversion Price. NOTE THAT PREFERRED STOCK
CONVERTED FROM NOTES SOLD BEFORE MAY 1, 1996
AND AFTER MAY 1, 1996 MAY CARRY DIFFERENT
PREFERRED STOCK SERIES DESIGNATIONS DUE TO
THE DIFFERENT CONVERSION RATES DESCRIBED
ABOVE. IN ALL OTHER RESPECTS, THE TWO SERIES
OF PREFERRED STOCK SHALL BE IDENTICAL.
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<PAGE>
Price Protection . . . . . . In the event the average closing price for
any 30 consecutive trading day period
subsequent to the earlier of (A) the public
announcement of quarterly or annual financial
results or (B) the date upon which the
respective Quarterly Report on Form 10-Q or
Form 10-QSB (the "window period") is less
than 80% of the Initial Conversion Price,
then and in each case, the then Conversion
Price for such Preferred Stock shall be
reduced as of the opening of business on the
31st trading day to a new Conversion Price
equal to such average closing sale price;
PROVIDED, HOWEVER, that in no event shall the
Conversion Price be less than $3.50, subject
to adjustment as otherwise provided in the
Certificate of Determination.
Dividends . . . . . . . . . Quarterly dividends at the annual rate of
7.5% per share (from the date of first
issuance) are payable quarterly, when, as and
if declared by the Company's Board of
Directors. The amount of dividends payable
per share of Preferred Stock for the initial
dividend period and any period shorter than a
full dividend period will be computed on the
basis of a 360-day year.
Liquidation Preference . . . $5.50 per share, plus accrued and unpaid
dividends.
Redemption . . . . . . . . . The Preferred Stock is not redeemable.
Voting Rights . . . . . . . Although the Preferred Stock is nonvoting,
except as required by law, in the event the
Company fails to pay a quarterly dividend,
the holders of the Preferred Stock will be
entitled to elect one-third of the Company's
board of directors at the next meeting held
for the election of directors.
Ranking . . . . . . . . . . The Preferred Stock will be senior to Common
Stock with respect to dividends and upon
liquidation, dissolution or winding up. The
Preferred Stock will be junior to all
existing and future liabilities of the
Company.
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