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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) February 2, 2000
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ODWALLA, INC.
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(Exact name of registrant as specified in charter)
CALIFORNIA 0-23036 77-0096788
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
120 STONE PINE ROAD, HALF MOON BAY, CA 94019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 726-1888
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NONE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On February 2, 2000, the Registrant announced in a press release that on
February 2, 2000, it signed an agreement to merge with Fresh Samantha, Inc., a
privately held company, in exchange for approximately 3.8 million shares of the
Registrant's common stock. In addition, the Registrant announced that a meeting
of its shareholders to vote on the transaction is presently scheduled for April
25, 2000. The Registrant also announced that it had entered into letters of
intent to sell shares of the Registrant's common stock in an amount valued at
$5.0 million to U.S. Equity Partners, L.P., a private equity investment fund
managed by Wasserstein Perella Group, Inc. and in an amount valued at $1.0
million to Catterton-Simon Partners, which will each be completed around the
time of the closing of the merger with Fresh Samantha. A copy of the press
release issued in connection with this announcement is incorporated herein by
reference and is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c). Exhibits
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<S> <C>
EXHIBIT NO. EXHIBIT
99 Press Release dated February 2, 2000.
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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 thereunto duly authorized.
ODWALLA, INC.
DATE: February 4, 2000 By:
/s/ James R. Steichen
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Name: James R. Steichen
Title: Senior Vice President - Finance,
and Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
99 Press Release dated February 2, 2000.
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EXHIBIT 99
Media Contacts: Erin Markey
Odwalla, Inc.
650-712-5578
Betta Stothart
Fresh Samantha
800-658-4635 ext. 414
Investor Contact: Jim Steichen FOR IMMEDIATE RELEASE
Odwalla, Inc.
650-712-5517
ODWALLA ANNOUNCES PURCHASE AGREEMENT AND MERGER WITH FRESH SAMANTHA WEST
AND EAST COAST JUICE LEADERS JOIN TO DELIVER NOURISHMENT COAST TO COAST
(Half Moon Bay, Calif. - February 2, 2000) Odwalla, Inc. (NASDAQ: ODWA) today
announced a definitive agreement to merge with privately-held Fresh Samantha,
Inc., the leading East Coast super-premium, refrigerated juice company with
headquarters in Saco, Maine. Under terms of the merger agreement, approximately
3.8 million shares of Odwalla common stock presently worth about $27 million
will be exchanged for all outstanding shares of Fresh Samantha. Funds managed by
Bain Capital, Inc., currently the controlling shareholders of Fresh Samantha,
will roll over their investment position into Odwalla. At the closing of the
merger and related transactions, Odwalla will have the support of three major
equity sponsors in Bain Capital, Catterton-Simon Partners and Wasserstein
Perella's U.S. Equity Partners Fund.
This merger will strengthen Odwalla, Inc.'s overall leadership position in the
super-premium, refrigerated juice category by uniting the East Coast's leading
brand, Fresh Samantha, with the West Coast's leading brand, Odwalla. The
transaction is expected to close in late April and is subject to
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shareholder approval and other customary closing conditions. Odwalla will
request that its shareholders approve the transaction at its annual meeting,
presently scheduled to be held on April 25, 2000.
The company also announced that Doug Levin, chief executive officer and a
founder of Fresh Samantha, would become president of Odwalla, Inc. when the
merger becomes effective.
"We are excited about bringing Fresh Samantha together with Odwalla. This
combination creates a true national leader in the fast growing super-premium,
refrigerated juice category," said Stephen Williamson, Odwalla's chairman and
chief executive officer. "Since our respective inceptions, Odwalla and Fresh
Samantha's spirits have been aligned in our visions of delivering great-tasting
nourishment. Together, these two innovative brands have national leadership of
this category."
"Odwalla and Fresh Samantha have both been built by employees with shared
values, energy and drive," said Levin. "We will go further in growing the
super-premium, refrigerated juice category together than by going at it alone."
Odwalla also will request that its shareholders approve the conversion of shares
of Odwalla preferred stock held by Catterton-Simon Partners III, L.P. to common
stock during the scheduled April 25, 2000 shareholders meeting. Additionally,
Odwalla has entered into letters of intent to sell shares of Odwalla common
stock in an amount valued at $5.0 million to U. S. Equity Partners, L.P., a
private equity investment fund managed by Wasserstein Perella Group, Inc. and in
an amount valued at $1.0 million to Catterton-Simon, which will each be
completed around the time of the closing of the merger with Fresh Samantha.
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The statements made in this release concerning Odwalla's and Fresh Samantha's
future prospects are "forward-looking statements" under the federal securities
laws. Because such statements apply to future events, they are subject to risks
and uncertainties that could cause the actual results to differ materially,
including without limitation, integration risks related to the proposed
transaction; the risk that the contemplated benefits of the proposed transaction
will not be realized; the risk that the proposed transaction may not be
consummated; and the risk of the impact of competitive products and
developments, market conditions, and general economic conditions. Important
factors which could cause actual results to differ materially are described in
the report on Form 10-Q for the quarter ended November 27, 1999 filed by Odwalla
with the Securities and Exchange Commission.
Odwalla, Inc. (NASDAQ: ODWA) is the nation's leading brand of all-natural,
super-premium juices and smoothies, serving thousands of accounts coast to coast
from its production facility in Dinuba, California. The company also offers
dairy-free shakes, natural spring water and food bars. To learn more about
Odwalla, please visit www.odwalla.com.
Fresh Samantha of Saco, Maine is a leading supplier of all-natural,
super-premium fruit and vegetable juices and soy shakes. Fresh Samantha
beverages are available across New England, New York City, Philadelphia,
Washington, D.C., North Carolina, New Jersey and Florida and can be found in
restaurants, cafes, grocery stores, health food stores and gourmet delis. To
learn more about Fresh Samantha, please visit www.freshsamantha.com.
