<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934
(FEE REQUIRED)
For the fiscal year ended March 31, 1996 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(NO FEE REQUIRED)
For the transition period from: to
Commission file number: 1-12932
JAVA CENTRALE, INC.
-------------------------------------------------------
(Exact number of Registrant as specified in its charter)
California 68-0268780
---------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.
1610 Arden Way, Suite 145, Sacramento, California 95815
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (916) 568-2310
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
no par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Registrant's common stock held by non-
affiliates as of June 28, 1996 (based on the closing sale price of the Common
Stock on the National Association of Securities Dealers Automated Quotation
System) was $5,778,630.
As of June 28, 1996 there were outstanding 10,082,980 shares of the
Registrant's Common Stock.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS.
The Company's Balance Sheets as of March 31, 1996 (the end of its most
recent fiscal year), and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended March 31, 1996, 1995 and
1994, are included herewith under Item 8, "Financial Statements and
Supplementary Data," above.
2. FINANCIAL STATEMENT SCHEDULES.
None.
(b) CURRENT REPORTS ON FORM 8-K.
The Company filed the following Reports on Form 8-K during the fourth
quarter of its fiscal 1996
On January 17, 1996, reporting its merger of Founder Ventures, Inc., into
Paradise Bakery, Inc., including the financial statements and proforma financial
information required to be filed in connection with the merger of Founder
Ventures, Inc.
(c) EXHIBITS.
The following documents are included or incorporated by reference in this
Annual Report.
Exhibits marked with an asterisk (*) represent management contracts or
compensatory plans or arrangements.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Stock Purchase Agreement dated December 14, 1995 between Java
Centrale, Inc. and Chart House Enterprises, Inc. (filed as
Exhibit 2.3 to the Registrant's Registration Statement on Form
8-K dated December 31, 1995, and by this reference incorporated
herein.)
2.2 Merger Agreement dated December 15, 1995, between Java Centrale,
Inc., Paradise Bakery, Inc. and Founders Venture, Inc. (filed as
Exhibit 2.4 to the Registrant's Registration Statement on Form
8-K dated January 17, 1996, and by this reference incorporated
herein.)
3.1. Amended and Restated Articles of Incorporation (filed as Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1994, and by this reference incorporated
herein).
<PAGE>
3.2 Bylaws, as amended January 10, 1995 (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1994, and by this reference
incorporated herein).
4.1 Warrants issued by the Company to Richard M.H. Thompson &
Associates, Inc. (filed as Exhibit No. 4.1 to the Registrant's
Registration Statement on Form S-1 dated March 17, 1994
(Commission File No. 33-76528), and by this reference
incorporated herein).
4.2 Warrants issued by the Company to The Manry Company (filed as
Exhibit No. 4.2 to the Registrant's Registration Statement on
Form S-1 dated March 17, 1994 (Commission File No. 33-76528), and
by this reference incorporated herein).
4.3 Warrants issued by the Company to Argent Securities, Inc. (filed as
Exhibit No. 4.5 to the Registrant's Registration Statement on
Form S-1 dated March 17, 1994 (Commission File No. 33-76528), and
by this reference incorporated herein).
4.4* Amended and Restated Security Escrow Agreement by and between the
Company and each of Baycor Ventures, Inc., Gary C. Nelson, Thomas
A. Craig, Bradley B. Landin, Richard D. Shannon, Richard M.H.
Thompson & Associates, Inc., The Manry Company, American Stock
Transfer & Trust Company, and Argent Securities, Inc. (filed as
Exhibit No. 4.6 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 dated March 17, 1994
(Commission File No. 33-76528), and by this reference
incorporated herein).
4.5* Java Centrale, Inc. 1993 Stock Option Plan (filed as Exhibit No.
10.33 to the Registrant's Registration Statement on Form S-1
dated March 17, 1994 (Commission File No. 33-76528), and by this
reference incorporated herein).
4.6* Incentive Stock Option Agreement between the Registrant and Stephen
J. Orlando, dated August 15, 1994, (filed as Exhibit No. 4.6 to
the Registrant Annual Report on form 10-K for the year ended
March 31, 1995, and by this reference incorporated herein).
4.7* Stock Purchase Warrant Agreement between the Registrant and
Oh-La-La!, Inc., dated March 30, 1995, (filed as Exhibit No. 4.7
to the Registrant Annual Report on form 10-K for the year ended
March 31, 1995, and by this reference incorporated herein).
4.8 Series B Stock Purchase Warrant, issued to Oh-La-La!, Inc. pursuant
to the Stock Purchase Warrant Agreement between the Registrant
and Oh-La-La!, Inc. dated March 30, 1995, (filed as Exhibit No.
4.8 to the Registrant Annual Report on form 10-K for the year
ended March 31, 1995, and by this reference incorporated herein).
4.9 Series C Stock Purchase Warrant, issued to Oh-La-La!, Inc. pursuant
to the Stock Purchase Warrant Agreement between the Registrant
and Oh-La-La!, Inc. dated March 30, 1995, (filed as Exhibit No.
4.9 to the Registrant Annual Report on form 10-K for the year
ended March 31, 1995, and by this reference incorporated herein).
<PAGE>
4.10 Consulting Agreement between Java Centrale, Inc. and Franchise
Development Corporation, dated as of July 2, 1995 (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-8 dated August 28, 1995, and by this reference incorporated
herein.)
4.11 Consulting Agreement between Java Centrale, Inc. and Alcott Simpson
& Co., dated as of July 2, 1995 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8 dated August 28,
1995, and by this reference incorporated herein.)
4.12 Amendment No. 1 to Consulting Agreement between Registrant and
Alcott Simpson & Co, Inc., dated as of July 2, 1995 (filed as
Exhibit 4.8 to the Registrant's Registration Statement on Form
S-8 dated October 23, 1995, and by this reference incorporated
herein.)
4.13 Stock Purchase Warrant, dated as of July 2, 1995, issued by the
Registrant to Alcott Simpson & Co, Inc., (filed as Exhibit 4.9 to
the Registrant's Registration Statement on Form S-8 dated October
23, 1995, and by this reference incorporated herein.)
4.14 Note Purchase Agreement, dated January 22, 1996, between the
Registrant and Gross Foundation, Inc. (filed as Exhibit No. 4.1
to the Registrant's Registration Statement on Form S-3 dated
February 21, 1996, [Commission File No.333-1526], and by this
reference incorporated herein.)
4.15 Form of Convertible Note, dated January 29, 1996, issued to Gross
Foundation, Inc. (filed as Exhibit No. 4.2 to the Registrant's
Registration Statement on Form S-3 dated February 21, 1996,
[Commission File No.333-1526], and by this reference incorporated
herein.)
4.16 Registration Rights Agreement, dated January 22, 1996, between the
Registrant and Gross Foundation, Inc., (filed as Exhibit No. 4.3
to the Registrant's Registration Statement on Form S-3 dated
February 21, 1996, [Commission File No.333-1526], and by this
reference incorporated herein.)
4.17 Note Purchase Agreement, dated January 22, 1996, between the
Registrant and Santina Holding, Inc. (filed as Exhibit No. 4.4 to
the Registrant's Registration Statement on Form S-3 dated
February 21, 1996, [Commission File No.333-1526], and by this
reference incorporated herein.)
4.18 Form of Convertible Note, dated January 29, 1996, issued to Santina
Holding, Inc., (filed as Exhibit No. 4.5 to the Registrant's
Registration Statement on Form S-3 dated February 21, 1996,
[Commission File No.333-1526], and by this reference incorporated
herein.)
4.19 Registration Rights Agreement, dated January 22, 1996, between the
Registrant and Santina Holding, Inc. (filed as Exhibit No. 4.6 to
the Registrant's Registration Statement on Form S-3 dated
February 21, 1996, [Commission File No.333-1526], and by this
reference incorporated herein.)
4.20 Stock Purchase Agreements covering the issuance of 876,000 common
shares for
<PAGE>
net proceeds to the Company of $3,561,837 (filed as Exhibit No.
10(3) to the Registrant's Registration Statement on Form 10-Q
dated September 30, 1995, and by this reference incorporated
herein.)
4.21* Incentive Stock Option Agreement between the Company and its
officers, Steven J. Orlando for 100,000 shares at $2.00, Gary C.
Nelson for 140,000 shares at $2.20, Thomas A. Craig for 50,000
shares at $2.00, Bradley B. Landin for 50,000 shares at $2.00,
and Richard D. Shannon for 163,000 shares at $2.20, all dated
October 27, 1995, are omitted, as they are identical in form to
previous agreements filed as Exhibit 4.6 to the Company's Annual
Report or Form 10-K dated June 27, 1995, which by this reference
are incorporated, (filed as Exhibit No. 10.19 to the Registrant's
Registration Statement on Form 10-Q dated December 31, 1995, and
by this reference incorporated herein.)
4.22* Incentive Stock Option Agreement between the Company and its
officers, Steven J. Orlando for 75,000 shares at $1.75, Gary C.
Nelson for 27,000 shares at $1.93, Thomas A. Craig for 15,000
shares at $1.75, Bradley B. Landin for 20,000 shares at $1.75 and
Richard D. Shannon for 11,250 shares at $1.93 all dated May 11,
1995, are omitted, as they are identical in form to previous
agreements filed as Exhibit No. 4.6 to the Company's Annual
Report or Form 10-K dated June 27, 1995, which by this reference
are incorporated herein (filed as Exhibit No. 10 to the
Registrant's Registration Statement on Form 10-Q dated June 30,
1995, and by this reference incorporated herein.)
4.23 Note Purchase Agreement, dated December 15, 1995, between the
Registrant and Legong Investments, N.V., (filed as Exhibit No.
4.1 to the Registrant's Registration Statement on Form S-3 dated
January 2, 1996, [Commission File No.333-42], and by this
reference incorporated herein.)
4.24 Form of Convertible Note, dated December 15, 1995, between
Registrant and Legong Investments, N.V., (filed as Exhibit No.
4.2 to the Registrant's Registration Statement on Form S-3 dated
January 2, 1996, [Commission File No.333-42], and by this
reference incorporated herein.)
4.25 Registration Rights Agreement, dated December 15, 1995, between the
Registrant and Legong Investment, N.V., (filed as Exhibit No. 4.3
to the Registrant's Registration Statement on Form S-3 dated
January 2, 1996, [Commission File No.333-42], and by this
reference incorporated herein.)
4.26 Stock Purchase Warrant, dated as June 12, 1996, issued by the
Registrant to Growth Science Venture, Inc., (filed as Exhibit No.
4.2 to the Registrant's Registration Statement on Form S-8 dated
June 28, 1996, [Commission File No.333-07261], and by this
reference incorporated herein.)
4.27 Stock Purchase Warrant, dated as June 12, 1996, issued by the
Registrant to Hayden Group, (filed as Exhibit No. 4.4 to the
Registrant's Registration Statement on Form S-8 dated June 28,
1996, [Commission File No.333-07261], and by this reference
incorporated herein.)
4.28 Stock Purchase Warrant, dated as June 12, 1996, issued by the
Registrant to Meyers, Pollick, Robbins, Inc., (filed as Exhibit
No. 4.6 to the Registrant's
<PAGE>
Registration Statement on Form S-8 dated June 28, 1996,
[Commission File No.333-07261], and by this reference
incorporated herein.)
10.1* Employment Agreement, dated February 1, 1994, between the
Registrant and Richard D. Shannon (filed as Exhibit No. 10.28 to
the Registrant's Registration Statement on Form S-1 dated
March 17, 1994 (Commission File No. 33-76528), and by this
reference incorporated herein).
10.2* Employment Agreement, dated February 1, 1994, between the
Registrant and Gary C. Nelson (filed as Exhibit No. 10.29 to the
Registrant's Registration Statement on Form S-1 dated March 17,
1994 (Commission File No. 33-76528), and by this reference
incorporated herein).
10.3* Employment Agreement, dated February 1, 1994, between the
Registrant and Bradley B. Landin (filed as Exhibit No. 10.30 to
the Registrant's Registration Statement on Form S-1 dated
March 17, 1994 (Commission File No. 33-76528), and by this
reference incorporated herein).
10.4* Employment Agreement, dated February 1, 1994, between the
Registrant and Thomas A Craig (filed as Exhibit No. 10.31 to the
Registrant's Registration Statement on Form S-1 dated March 17,
1994 (Commission File No. 33-76528), and by this reference
incorporated herein).
10.5* Employment Agreement, dated June 30, 1994, between the Registrant
and Steven J. Orlando (filed as Exhibit No. 10.46 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and by this reference incorporated herein).
10.6* Java Centrale, Inc. Incentive Compensation Plan (filed as Exhibit
No. 10.34 to the Registrant's Registration Statement on Form S-1
dated March 17, 1994 (Commission File No. 33-76528), and by this
reference incorporated herein).
10.7 Joint Venture Formation Agreement, dated November 14, 1994, among
the Registrant, Chamberlin Capital Corp, Java Southeast Partners,
L.P., and Java Southeast, Inc., and amendments thereto, (filed as
Exhibit No. 10.7 to the Registrant Annual Report on form 10-K for
the year ended March 31, 1995, and by this reference incorporated
herein).
10.8 Asset Purchase Agreement, dated as of February 15, 1995, between
the Registrant and Oh-La-La!, Inc. (filed as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K dated March 30, 1995, and
by this reference incorporated herein).
10.9 First Amendment to Asset Purchase Agreement, dated March 30, 1995,
between the Registrant and PSSS, Inc. (filed as Exhibit 2.2 to
the Registrant's Current Report on Form 8-K dated March 30, 1995,
and by this reference incorporated herein).
10.10 Authorized Producer Agreement, dated as of May 1, 1995, between the
Registrant and Coffee Bean International, (filed as Exhibit No.
10.10 to the Registrant Annual Report on form 10-K for the year
ended March 31, 1995, and by this reference incorporated herein).
<PAGE>
10.11 Lease effective September 1, 1995 between the Company and
California Birch Associates (filed as Exhibit No. 10(1) to the
Registrant's Registration Statement on Form 10-Q dated
September 30, 1995, and by this reference incorporated herein.)
10.12 Lease effective August 15, 1995 between the Company and Palmdale
SISOS G.P. (filed as Exhibit No. 10(2) to the Registrant's
Registration Statement on Form 10-Q dated September 30, 1995, and
by this reference incorporated herein.)
10.13* Indemnification Agreements, dated October 16, 1995, between the
Registrant and Richard Shannon, Chairman of the Board; Gary C.
Nelson, President; Steven J. Orlando, Chief Financial Officer;
Bradley B. Landin, Vice President; Thomas A. Craig, Vice
President; Kevin Baker, Director, and Baycor Venture, Inc., the
single largest shareholder.
10.14* Employment Agreement, dated January 1, 1996, between the Registrant
and Ty Peabody.
10.17 Asset Purchase Agreement, dated December 15, 1995, between the
Registrant, Paradise Bakery, Inc. and Venture 88, Inc.
11. Statement re Computation of Per Share Earnings (Loss)
21. Subsidiaries of the Registrant.
(d) EXCLUDED FINANCIAL STATEMENTS
Not applicable.
27. Financial Data Schedule
-------------------------------
<PAGE>
INDEX TO EXHIBITS
Exhibits marked with an asterisk (*) represent management contracts or
compensatory plans or arrangements.
Exhibit
Number Description
------- -----------
10.13* Indemnification Agreements, dated October 16, 1995, between the
Registrant and Richard Shannon, Chairman of the Board; Gary C.
Nelson, President; Steven J. Orlando, Chief Financial Officer;
Bradley B. Landin, Vice President; Thomas A. Craig, Vice
President; Kevin Baker, Director, and Baycor Venture, Inc., the
single largest shareholder.
10.14* Employment Agreement, dated January 1, 1996, between the Registrant
and Ty Peabody.
10.17 Asset Purchase Agreement, dated January 17, 1996, between the
Registrant and Venture 88, Inc
11. Statement Re Computation of Per Share Earnings (Loss)
21. Subsidiaries of the Registrant.
27. Financial Data Schedule
-------------------------------
<PAGE>
SIGNATURES
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: August 29, 1996 JAVA CENTRALE, INC.
By:
/s/ Gary C. Nelson
-------------------------------------
Gary C. Nelson
President and Chief Executive Officer
And By: /s/ Steven J. Orlando
---------------------------------
Steven J. Orlando
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ Kevin R. Baker August 29, 1996
- ---------------------------------
Kevin R. Baker, Director
/s/ Gary C. Nelson August 29, 1996
- ---------------------------------
Gary C. Nelson, President and Director
/s/ Richard D. Shannon August 29, 1996
- ---------------------------------
Richard D. Shannon,
Director and Chairman of the Board
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET, CONSOLIDATED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 1,182,078
<SECURITIES> 0
<RECEIVABLES> 1,126,526
<ALLOWANCES> 0
<INVENTORY> 417,780
<CURRENT-ASSETS> 3,321,669
<PP&E> 6,281,350
<DEPRECIATION> 543,370
<TOTAL-ASSETS> 16,732,067
<CURRENT-LIABILITIES> 3,399,069
<BONDS> 4,948,591
0
0
<COMMON> 15,493,137
<OTHER-SE> (8,112,230)
<TOTAL-LIABILITY-AND-EQUITY> 16,732,067
<SALES> 8,635,377
<TOTAL-REVENUES> 9,554,800
<CGS> 8,541,477
<TOTAL-COSTS> 13,592,885
<OTHER-EXPENSES> (90,648)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,989
<INCOME-PRETAX> (3,966,426)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,966,426)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,966,426)
<EPS-PRIMARY> (.61)
<EPS-DILUTED> (.61)
</TABLE>
