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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 THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MARCH 5, 1998
Monterey Pasta Company
(Exact name of registrant as specified in charter)
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Delaware 0-22534-LA 77-0227341
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1528 Moffett Street, Salinas, California 93905
(Address of principal executive offices) (Zip Code)
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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 5 pages.
The Exhibit Index is located on page 4.
1.
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ITEM 5. OTHER EVENTS.
Monterey Pasta Company (the "Company") recently announced that it has
repurchased 2,365,066 shares of its outstanding Common Stock from Clearwater
Fund IV Ltd. for a purchase price of $2,690,263 or $1.1375 per share. The
Company had 15,206,259 common shares outstanding before the repurchase. The
repurchase reduced common shares by 15.6%, leaving 12,841,193 outstanding
after the transaction.
A copy of the press release announcing the Company's repurchase and
compliance with NASDAQ listing rules is attached as EXHIBIT 99.4 and is
incorporated by reference.
ITEM 7. EXHIBITS.
Exhibit No. Description
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99.4 Press Release dated March 5, 1998 announcing the
repurchase of 2,365,066 shares of the Company's
outstanding Common Stock from Clearwater Fund IV Ltd.
2.
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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: March 5, 1998 By: /s/ Stephen L. Brinkman
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Stephen L. Brinkman
Chief Financial Officer
3.
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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99.4 Press Release dated March 5, 1998 5
announcing the repurchase of
2,365,066 shares of the
Company's outstanding Common
Stock from Clearwater Fund IV Ltd.
4.
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For Further Information:
MONTEREY PASTA COMPANY
1528 Moffett Street
Salinas, CA 93905
(408) 753-6262
CONTACT: Steve Brinkman, Chief Financial Officer
Vince Guarino, Executive Assistant
COFFIN COMMUNICATION GROUP
15300 Ventura Boulevard, Suite 303
Sherman Oaks, CA 91403
(818) 789-0100
CONTACT: Sanjay Sabnani, Partner
Bill Coffin, President
For Immediate Release
MONTEREY PASTA COMPANY ANNOUNCES REPURCHASE OF SHARES
SALINAS, CA (March 5, 1998)--Monterey Pasta Company (NASDAQ:PSTA)
announced today that it has repurchased 2,365,066 shares of its outstanding
Common Stock from Clearwater Fund IV Ltd. for a purchase price of $2,690,263
or $1.1375 per share. The purchase price reflected a discount of 13.3% from
the average of the closing prices for the last five trading days.
Clearwater had acquired an aggregate of 4,108,108 shares of Monterey
Pasta Common Stock in December of 1997 upon conversion of the previously
outstanding Series A-1 Preferred Stock.
The repurchase brings Monterey Pasta in compliance with NASDAQ listing
rules which prohibit issuances in excess of 20% of shares outstanding if such
shares are sold in a private placement at less than fair market value without
stockholder approval.
The Company had 15,206,259 common shares outstanding before the
repurchase. The repurchase reduced common shares by 15.6%, leaving 12,841,193
outstanding after the transaction.
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