<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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: APRIL 29, 1999
(Date of earliest event reported)
CALIFORNIA CULINARY ACADEMY, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-21932 94-3042862
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
625 POLK STREET, SAN FRANCISCO, CALIFORNIA, 94102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 771-3536
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 5. OTHER EVENTS.
On April 29, 1999, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release of the Registrant dated April 29, 1999
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 hereunto duly authorized.
Dated: April 29, 1999.
CALIFORNIA CULINARY ACADEMY, INC.
By /s/ Charles E. White
------------------------------------------
Charles E. White
Chief Financial Officer
(Principal Financial and Accounting Officer)
-2-
<PAGE>
Exhibit Index
To California Culinary Academy, Inc.
Report Form 8-K dated April 29, 1999
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
<S> <C> <C>
99.1 Press Release dated April 29, 1999 4
</TABLE>
-3-
<PAGE>
Exhibit 99.1
COMPANY PRESS RELEASE
CALIFORNIA CULINARY ACADEMY ANNOUNCES PRIVATE OFFERING OF WARRANTS AND 10%
CONVERTIBLE NOTES DUE 2005
SAN FRANCISCO, Calif.--April 29, 1999--California Culinary Academy, Inc.
(Nasdaq:COOK) today announced that it has entered into an agreement to sell $7
million aggregate principal amount of its 10% Convertible Notes due 2005 and
warrants to acquire 250,000 shares of its common stock, through a private
offering to institutional buyers. The gross proceeds to the Company, prior to
the exercise of the warrants, will be $7 million.
The offering is expected to close in June 1999, subject to satisfaction of
customary conditions, including shareholder approval. The notes will be
convertible into common stock of the Company at a conversion price of $8 per
share, subject to reduction in certain circumstances to a price not less than $6
per share. The notes have a six-year term with quarterly repayment of principal
commencing on the last day of the thirtieth month after the date of closing. The
warrants also have a six-year term and an exercise price equal to the conversion
price of the notes.
The Company stated that it intends to use the net proceeds of the offering in
connection with the development of its second regional education and training
campus in New Orleans, for potential acquisitions, and for the Company's general
working capital needs.
The notes and the warrants have not been registered under the Securities Act of
1933 or any state securities laws, and unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such
offering would be unlawful.
Currently operating out of its core campus in San Francisco and two College of
Food campuses in Salinas, Calif., and San Diego, the California Culinary Academy
is one of the largest culinary schools in the United States and an
internationally-known leader and innovator in the arts education.
The Company offers two fully accredited professional programs as well as
programs in continuing education, and vocational and consumer training. The
Company also provides contract training and consulting services for product
development and operations in the public and private sectors. Information on the
Company can be found on the Internet at http://www.baychef.com.
This news release contains certain forward-looking statements, including
statements concerning the Company's planned offering of notes and warrants. Such
statements are subject to risks and uncertainties that could cause the Company's
actual results to differ materially. Such risks and
-4-
<PAGE>
uncertainties include but are not limited to the Company's ability to maintain
and increase its student enrollment, its ability to continue to meet the
requirements for participation in Title IV financial aid programs administered
by the U.S. Department of Education, competitive conditions and other factors
described in the Company's annual report on Form 10-KSB, and other reports filed
by the Company with the Securities and Exchange Commission. These
forward-looking statements speak only as of the date hereof. The Company
disclaims any intent or obligation to update these statements.
CONTACT: California Culinary Academy Inc., San Francisco
Chuck White, 415/292-8258
or
Richmont Consulting International, Los Angeles
Edda Brown or Bret Hughes, 323/658-8088
-5-
