VERMONT PURE HOLDINGS LTD
8-K, 1998-10-07
GROCERIES & RELATED 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 Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) October 7, 1998
                              (September 29, 1998)



                           VERMONT PURE HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)


                    Delaware                                 1-11254
 
(State or other jurisdiction of incorporation)        (Commission File No.)


         Route 66, P.O. Box C
       Catamount Industrial Park
            Randolph, Vermont                                 05060

  (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (802) 728-3600










<PAGE>



Item 5

On October 3, 1998 Vermont Pure Holdings issued the following press release:

Vermont Pure Springs,  Inc.  announced  today that Coca Cola  Enterprises,  Inc.
(CCE) has given notice that, effective January 1, 1999, it will modify the terms
of the  distribution  arrangement  between the two  companies.  CCE  distributes
Vermont Pure  products in the New York City area,  upstate New York and parts of
Southern New England.  The existing contract provides for an annual renewal each
year for an  additional  one-year term unless CCE furnishes 90 days' notice on a
timely basis.  Under the new  arrangements,  CCE has advised the Company that it
intends to continue distributing the Company's products,  but subject to 30 days
notice of termination. CCE's distribution accounted for approximately 31% of the
Company's  total  sales  revenue  for the  nine  months  ended  July  31,  1998.
Additional  information about the Company's relationship with CCE appears in the
Company's Annual Report filed with the SEC. Vermont Pure believes that it is too
early to assess accurately the effect of CCE's decision.

Note : This document  contains forward looking  statements that involve a number
of risks and uncertainties  that could cause actual results to differ materially
from those indicated by such forward looking statements,  including  integration
of  acquisitions,   ability  to  sustain  and  manage  growth,  changing  market
conditions,  and  other  risks  detailed  in  the  Company's  filings  with  the
Securities and Exchange Commission.

Reference is made to the  Company's  10-KSB for the year ended  October 25, 1997
where more information can be found concerning the Company's  relationship  with
CCE.


<PAGE>


Item 7.  Financial Statements and Exhibits

         (a)      Financial Statements

                  No financial statements are required to be prepared or filed 
                  in connection with the disclosure

         (b)      Pro Forma Financial Information

                  None required.

         (c)      Exhibits

                  None




<PAGE>


                                                     SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) 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.




Dated:            October 7, 1998
                  Randolph, Vermont



                VERMONT PURE HOLDINGS, LTD.


                 By: /s/ Bruce S. MacDonald
                         Bruce S. MacDonald
                         Vice President, Chief Financial Officer
                        (Principal Accounting  and Principal Financial Officer)






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