MONTEREY PASTA CO
8-K, 1997-12-23
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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<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 (Date of earliest event reported) December 19, 1997
                                                       -----------------

                            Monterey Pasta Company
            (Exact name of registrant as specified in charter)

- -------------------------------------------------------------------------------

        Delaware                     0-22534-LA                77-0227341
(State or other jurisdiction  (Commission File Number)       (IRS Employer
    of incorporation)                                      Identification No.)

- -------------------------------------------------------------------------------

                1528 Moffett Street, Salinas, California          93905
                (Address of principal executive offices)        (Zip Code)

- -------------------------------------------------------------------------------

      Registrant's telephone number, including area code (408) 753-6262
                                                         --------------

       (Former name or former address, if changed since last report)


        This Current Report, including exhibits, contains 4 pages.
                The Exhibit Index is located on page 4.

<PAGE>

ITEM 5.  OTHER EVENTS.

     Monterey Pasta Company (the "Company") recently announced the conversion 
by Clearwater Fund IV, Ltd. (formerly GFL Performance Fund, Ltd.) of 
$2,880,000 of Series A-1 Preferred Stock into 4,000,000 shares of Common 
Stock, par value $0.001 per share, of the Company.

     A copy of the press release announcing the conversion is attached as 
EXHIBIT 99.1 and is incorporated by reference.

ITEM 7.  EXHIBITS.

     EXHIBIT NO.                        DESCRIPTION
     -----------                        -----------

        99.1       Press Release dated December 19, 1997 announcing the 
                   conversion by Clearwater Fund IV, Ltd. of Series A-1 
                   Preferred Stock


<PAGE>

                               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 hereunto duly authorized.

                                      MONTEREY PASTA COMPANY



Date: December 23, 1997               By:    /s/ Stephen L. Brinkman
                                          ------------------------------
                                             Stephen L. Brinkman
                                             Chief Financial Officer


<PAGE>

                             EXHIBIT INDEX

                                                             SEQUENTIALLY
EXHIBIT NO.                   DESCRIPTION                   NUMBERED PAGE
- -----------                   -----------                   --------------

   99.1       Press Release dated December 19, 1997               4
              announcing the conversion by Clearwater
              Fund IV, Ltd. of Series A-1 Preferred Stock

                                       4

<PAGE>

For Further Information:

COFFIN COMMUNICATIONS GROUP                 MONTEREY PASTA COMPANY
15300 Ventura Boulevard, Ste. 303           1528 Moffett Street
Sherman Oaks, CA 91403, CA. 91302           Salinas, CA. 93905
(818) 789-0100                              (408) 753-6262
CONTACT: Sanjay Sabnani                     CONTACT Steve Brinkman

FOR IMMEDIATE RELEASE

    MONTEREY PASTA AND CLEARWATER FUND ANNOUNCES THE CONVERSION OF
    PREFERRED STOCK POSITION INTO COMMON BY CLEARWATER FUND IV, LTD.

     SALINAS, CA. (DECEMBER 19, 1997)-Monterey Pasta Company (NASDAQ:PSTA) 
announced today the conversion by Clearwater Fund IV, Ltd. (formerly GFL 
Performance Fund, Ltd.) of $2,880,000 of Series A-1 Preferred Stock into 
4,000,000 shares of common stock in the Company. Statements from Monterey 
Pasta and Clearwater are expected shortly.

     Monterey Pasta Company manufactures and distributes a premium line of 
fresh refrigerated pastas and sauces to grocery and club stores across the 
United States. The company's operations are managed from its 37,666 square 
foot integrated headquarters and production facility in Salinas, California.


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