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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): April 27, 1998
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JAVA CENTRALE, INC.
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(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
California 34-0-23936 68-0268780
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(STATE OF OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1610 Arden Way, Suite 145, Sacramento, California 95815
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Company's telephone number, including area code: (916) 568-2310
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS
1) On April 27, 1998, the Company issued a press release announcing:
a) a previously approved change of the Company's domicile from
California to Delaware and change in name from Java Centrale,
Inc. to Paradise Holdings, Inc. is expected to take place on
May 11, 1998;
b) the Company's goal is to diversify by aggressively seeking merger
and acquisition candidates outside the food and beverage
industry;
c) and the Company has identified prospective merger and acquisition
candidates and is in the process of retaining a firm to evaluate
the potential success of such alliances.
2) On May 1, 1998, the Company issued a press release announcing:
a) it has engaged the firm of Fredericks Shields & Company, LLP of
San Diego, California to assist management in its review of the
company's strategic direction;
b) the Company is conducting a comprehensive review of its options
which includes, public or private financing, the merger or
acquisition of companies inside or outside the food and beverage
industry and the possible sale or merger of the Company's
wholly-owned subsidiary, Paradise Bakery, Inc.;
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits
99.1 Press release dated April 27, 1998
99.2 Press release dated May 1, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JAVA CENTRALE, INC.
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(Company)
Date: May 4, 1998
By: /s/ JEFFREY W. DUDLEY
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Jeffrey W. Dudley
Vice President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
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[LETTERHEAD]
FOR IMMEDIATE RELEASE: CONTACT: JEFFREY W. DUDLEY
CHIEF FINANCIAL OFFICER
PHONE: (916) 568-2310
FAX: (916) 568-1240
JAVA CENTRALE ANNOUNCES NAME CHANGE
SACRAMENTO, CALIFORNIA, APRIL 27, 1998--JAVA CENTRALE, INC. (NASDAQ: JAVC)
today its Board of Directors announced that the previously approved change of
the Company's domicile from California to Delaware and change of the Company's
name from Java Centrale, Inc. to Paradise Holdings, Inc. will take place on or
about May 11, 1998.
Gary Nelson, President of Java Centrale, Inc., stated, "We have changed the
name of the Company to accurately reflect our organization's future direction as
a diversified holding company. It is our goal to diversify our business and
aggressively seek merger and acquisition candidates outside the food and
beverage industry."
Nelson further stated, "There are some exciting and explosive industry
groups outside our core business that provide significant upside potential. In
pursuing such opportunities, our objective is to increase shareholder value
through diversification. As such, the Company has identified prospective merger
and acquisition candidates and is in the process of retaining a firm to evaluate
the potential success of such alliances."
Java Centrale, Inc. was formed in 1992, and began developing its coffee
cafe franchise system.
In March 1995, Java acquired the San Francisco, CA based, Oh La! La! Bakery
chain, which consisted of 18 locations in the city.
In December 1995, the Company acquired the 22-year-old Paradise Bakery
chain from Chart House, Inc. (NYSE: CHT). Paradise Bakery consists of 52
bakeries and cafes including 16 Company owned locations in the western United
States.
MORE - MORE - MORE
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In December 1996, the Oh La! La! Bakery chain was sold to Good Food Fast
Companies, Inc. of Costa Mesa, California.
In December 1997, the Company sold its Java Centrale franchise system to
Massimo Da Milano, Inc. of Dallas, Texas.
In connection with the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company wishes to caution readers that this
news release contains certain forward-looking statements made by or on behalf of
the Company, and that such forward-looking statements involve risks and
uncertainties; and, as such, could affect actual results and could cause results
to differ materially form those expressed in such forward-looking statements.
"Forward-looking statements," are defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Specifically, all statements other than statements of historical
facts included in this press release regarding the Company's financial position,
business strategy and plans and objectives of management of the Company for
future operations are forward-looking statements. These forward-looking
statements are based on beliefs of the Company's management, as well as
assumptions made by the information currently available to the Company's
management.
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EXHIBIT 99.2
[LETTERHEAD]
FOR IMMEDIATE RELEASE: CONTACT: JEFFREY W. DUDLEY
CHIEF FINANCIAL OFFICER
PHONE: (916) 568-2310
FAX: (916) 568-1240
JAVA HIRES FREDERICKS SHIELDS & COMPANY
SACRAMENTO, CALIFORNIA, MAY 1, 1998--JAVA CENTRALE, INC. (NASDAQ: JAVC) The
Board of Directors of Java Centrale, Inc. announced today that the company has
engaged the firm of Fredericks Shields & Company of San Diego, California to
assist management in its review of the company's strategic direction.
In its ongoing efforts to increase shareholder value, the company is
conducting a comprehensive review of its options. Among the alternatives being
reviewed are, public or private financing, the merger or acquisition of
companies inside or outside of the food and beverage industry and the possible
sale or merger of the company's wholly-owned operating subsidiary, Paradise
Bakery, Inc.
The company recently announced a change of the company's domicile from
California to Delaware and the change of the company's name from Java Centrale,
Inc. to Paradise Holdings, Inc., which is expected to take effect on May 11,
1998.
In connection with the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company wishes to caution readers that this
news release contains certain forward-looking statements made by or on behalf of
the Company, and that such forward-looking statements involve risks and
uncertainties; and, as such, could affect actual results and could cause results
to differ materially from those expressed in such forward-looking statements.
"Forward-looking statements," are defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Specifically, all statements other than statements of historical
facts included in this press release regarding the Company's financial position,
business strategy and plans and objectives of management of the Company for
future operations are forward-looking statements. These forward-looking
statements are based on beliefs of the Company's management, as well as
assumptions made by the information currently available to the Company's
management.
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