SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
January 27, 1999
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Gardenburger, Inc.
(Exact Name of Registrant as Specified in Charter)
Oregon
(State or Other Jurisdiction of Incorporation)
0-20330
(Commission File No.)
93-0886359
(IRS Employer Identification No.)
1411 S.W. Morrison Street, Suite 400
Portland, Oregon 97205
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(503) 205-1500
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ITEM 5. OTHER EVENTS.
Gardenburger, Inc. (the "Company"), stated during its analyst
conference call discussing 1998 fourth quarter and fiscal year earnings held on
January 27, 1999, that in support of its 1999 business plan, the Company has
taken appropriate steps in recent months, with the help of an investment banker,
to obtain financing through a private placement of convertible preferred stock
in the range of $20 to $25 million. The offering is anticipated to be completed
in due course during the 1999 first quarter. The securities to be offered will
not be registered under the Securities Act of 1933 or state securities laws and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This report on Form 8-K is being filed pursuant to Rule 135c under the
Securities Act of 1933.
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.
GARDENBURGER, INC.
Dated: January 27, 1999 By /s/ Richard C. Dietz
Richard C. Dietz
Executive Vice President
and Chief Financial Officer
