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):
May 21, 1997
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Coffee People, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 0-21397 93-1073218
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
15100 SW Koll Parkway, Suite J, Beaverton, Oregon 97006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 672-9603
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Coffee People, Inc., an Oregon corporation ("Coffee People"),
purchased 15 retail specialty coffee stores located in Phoenix and Tucson
Arizona, and a related coffee bean wholesale business, from The Coffee
Plantation, Inc., an Arizona corporation ("Coffee Plantation") effective May 21,
1997.
The sale occurred pursuant to an Assets Purchase Agreement
between Coffee People, Coffee Plantation and The Second Cup Inc., the sole
shareholder of Coffee Plantation, ("Second Cup"), dated as of April 21, 1997
(the "Assets Purchase Agreement").
The purchase price for the assets was approximately $8.4
million, a sum determined by negotiation between the parties. Coffee People paid
the full purchase price in cash at closing. The purchase price is subject to
certain adjustments as provided in the Assets Purchase Agreement.
The assets acquired include inventory, machinery, fixtures,
equipment, leasehold interests in the stores and other operating assets.
The foregoing description of the Assets Purchase Agreement is
qualified in its entirety by reference to the Assets Purchase Agreement, a copy
of which has been filed with the Commission.
Coffee People financed $6 million of the purchase price with a
5-year term loan from Bank of America NT & SA, upon the terms and conditions set
forth in a loan agreement, a copy of which has been filed with the Commission.
ITEM 5. OTHER EVENTS
On May 21, 1997 the Board of Directors of Coffee People accepted the
resignation of Mr. James L. Roberts as Chief Executive Officer. Mr. Roberts will
continue to serve as Chairman of the Board of Directors. The Board of Directors
appointed Taylor H. Devine as President and Chief Executive Officer effective
May 21, 1997 and continuing until his resignation or until a successor is
appointed by the Board of Directors.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is impractical to provide the required financial statements
relating to the acquisition at the present date. The Company will file the
required statements not later than August 4, 1997.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information relating to the acquisition at the present date. The Company will
file the required information not later than August 4, 1997.
(c) Exhibits
2.1 Assets Purchase Agreement, dated April 21, 1997,
between Coffee People, Coffee Plantation and Second
Cup (omitting all schedules and exhibits)*.
2.2 Amendment No. 1 to Business Loan Agreement, dated
April 21, 1997 between Bank of America NT & SA and
Coffee People*.
2.3 Press Release, dated May 22, 1997, announcing (i) the
resignation of James L. Roberts as Chief Executive
Officer of Coffee People; (ii) the appointment of
Taylor H. Devine as President and Chief Executive
Officer; and (iii) the closing of the acquisition of
the Coffee Plantation stores.
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* Incorporated by reference to the Company's Report on Form 8-K, as
filed on April 28, 1997.
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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.
COFFEE PEOPLE, INC.
(Registrant)
Date: May 27, 1997 By: /s/ Kenneth B. Ross
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Kenneth B. Ross
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
2.1 Assets Purchase Agreement, dated April 21, 1997, between
Coffee People, Coffee Plantation and Second Cup, Inc.
(omitting all schedules and exhibits)*.
2.2 Amendment No. 1 to Business Loan Agreement, dated
April 21, 1997 between Bank of America NT & SA and
Coffee People*.
2.3 Press Release, dated May 22, 1997, announcing (i) the
resignation of James L. Roberts as Chief Executive
Officer of Coffee People; (ii) the appointment of
Taylor H. Devine as President and Chief Executive
Officer; and (iii) the closing of the acquisition of
the Coffee Plantation stores.
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* Incorporated by reference to the Company's Report on Form 8-K, as
filed on April 28, 1997.
[COFFEE PEOPLE, INC. LOGO]
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION, CONTACT:
KEN ROSS DOLORES CHENOWETH
CHIEF FINANCIAL OFFICER INVESTOR RELATIONS
503-672-3300 503-291-1924
COFFEE PEOPLE, INC. CO-FOUNDER STEPS DOWN AS CEO;
COMPANY COMPLETES ACQUISITION OF 15 ARIZONA STORES
PORTLAND, OREGON ... May 22, 1997 -- Coffee People, Inc. (NASDAQ:MOKA), a
specialty coffee retailer and operator of coffee houses, announced today that
Jim Roberts, chairman and chief executive officer, is retiring from day-to-day
operations. Taylor H. Devine, currently president and chief operating officer,
has assumed the title of chief executive officer. Roberts, 47, will continue to
serve as chairman of the board.
The company also reported that the acquisition of 15 Coffee Plantation
stores in Arizona was completed on May 21, 1997.
"I'm leaving the day-to-day running of the business in competent
hands," said Roberts. "Since joining the company in 1995, Taylor has been
guiding Coffee People in strengthening our position in existing markets,
formulating our strategy for growth and implementing our expansion plans."
Roberts, who co-founded Coffee People along with his wife, Patricia, in 1983
plans to pursue studies to enter the ministry.
Devine, 56, has an extensive background in successfully establishing
retail concepts on a national and international basis. Prior to joining Coffee
People, he held positions as vice president of international operations with
Blockbuster Entertainment Corporation and as executive vice president and chief
operating officer for Mrs. Fields Cookies. He is a graduate of Hillsdale College
and received his M.B.A. from the University of Chicago.
"I intend to continue to contribute to the things that differentiate
Coffee People from other competitors -- creativeness in our business approach
and concern for all our constituencies," Roberts explained.
"I am extremely proud of the accomplishments of the company," he said. "We
have grown from one store in Portland to 45 stores now in operation in five
states -- Oregon, California, Colorado, Arizona and Illinois."
The most recent expansion was the acquisition of 15 Coffee Plantation
stores in Phoenix and Tucson, Arizona which was completed earlier this week.
Coffee People purchased the stores for approximately $8.4 million, including
inventory. The company financed $6 million of the purchase price under a
five-year term bank loan, with the remaining amount paid from cash reserves.
"Fourteen of the acquired stores had sales of $8.2 million in Coffee
Plantation's fiscal year ended June 29, 1996," said Taylor H. Devine, president
and chief executive officer of Coffee People. "Five of those stores were not
open for the full fiscal year and the 15th store was opened in the current
fiscal year." With the addition of the 15 stores, which will be operated under
the Coffee Plantation name, Coffee People has expanded its operations by 27
stores in the eight months since its initial public offering in September 1996.
Devine said that Coffee People will continue to look for store
development and acquisition opportunities.
For the most recent 12 months ended March 31, 1997, Coffee People had
revenue of $12.6 million. The company has been in business since 1983 and
currently has 45 outlets open including coffee houses, drive-through Motor
Mokas(R) and Aero Moka(R) kiosks at the Portland International Airport. The
company's stores feature a menu of more than 200 coffee drinks, shakes, pastries
and other coffee-related products.
