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
October 7, 1999
Date of Report (Date of earliest event reported)
POORE BROTHERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14556 86-0786101
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3500 South La Cometa Drive
Goodyear, Arizona 85338
(Address of principal executive offices)(zip code)
(623) 932-6200
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 7, 1999, the Registrant consummated the previously announced
acquisition of Wabash Foods, LLC and related financing from U.S. Bancorp
Republic Commercial Finance, Inc. The consideration paid by the Registrant for
Wabash Foods, LLC consisted of (i) 4,400,000 unregistered shares of Common
Stock, and (ii) a warrant to purchase 400,000 unregistered shares of Common
Stock at an exercise price of $1.00 per share. The indebtedness of Wabash Foods,
LLC outstanding upon consummation of the acquisition on October 7, 1999 will
thereafter be reflected as a liability of the Registrant on a consolidated
basis.
The acquisition was consummated on the terms previously reported in the
Company's definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on September 15, 1999 (File No. 1-14556). The
acquisition was approved by the Registrant's shareholders at the Registrant's
Annual Meeting of shareholders held on October 6, 1999.
ITEM 5. OTHER EVENTS.
On October 7, 1999, the Registrant filed a Certificate of Amendment of its
Certificate of Incorporation with the Secretary of State of the State of
Delaware for the purpose of increasing the number of authorized shares of its
common stock, par value $.01 per share (the "Common Stock"), by 35,000,000
shares, from 15,000,000 to 50,000,000. The increase in the authorized Common
Stock was approved by the Registrant's shareholders at the Registrant's Annual
Meeting of shareholders held on October 6, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Audited financial statements of Wabash Foods, LLC are incorporated by
reference to the Registrant's definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on September 15,
1999 (File No. 1-14556).
(b) Pro forma financial information.
Unaudited pro forma combined condensed financial information of the
Registrant and Wabash Foods, LLC are incorporated by reference to the
Registrant's definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on September 15, 1999 (File No.
1-14556).
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(c) Exhibits.
2.1 Agreement for Purchase and Sale of Limited Liability Company
Membership Interests dated as of August 16, 1999, by and between
Pate Foods Corporation, Wabash Foods, LLC and Poore Brothers, Inc.
(incorporated by reference to Exhibit E of the Registrant's
definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on September 15, 1999 (File No.
1-14556)).
3.1 Certificate of Amendment of the Registrant's Certificate of
Incorporation, effective October 7, 1999 (incorporated by
reference to Exhibit D of the Registrant's definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on September 15, 1999 (File No. 1-14556)).
4.1 Warrant to purchase 400,000 shares of Common Stock, issued by the
Registrant to Wabash Foods, LLC on October 7, 1999 (incorporated
by reference to Exhibit G of the Registrant's definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on September 15, 1999 (File No. 1-14556)).
99.1 Definitive Proxy Statement of the Registrant on Schedule 14A filed
with the Securities and Exchange Commission on September 15, 1999
(File No. 1-14556).
SIGNATURE
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.
POORE BROTHERS, INC.
(Registrant)
Date: October 21, 1999 By: /s/ Thomas W. Freeze
----------------- ----------------------------------
Thomas W. Freeze
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
2.1 Agreement for Purchase and Sale of Limited Liability Company
Membership Interests dated as of August 16, 1999, by and between
Pate Foods Corporation, Wabash Foods, LLC and Poore Brothers,
Inc. (incorporated by reference to Exhibit E of the Registrant's
definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on September 15, 1999 (File
No. 1-14556)).
3.1 Certificate of Amendment of the Registrant's Certificate of
Incorporation, effective October 7, 1999 (incorporated by
reference to Exhibit D of the Registrant's definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on September 15, 1999 (File No. 1-14556)).
4.1 Warrant to purchase 400,000 shares of Common Stock, issued by the
Registrant to Wabash Foods, LLC on October 7, 1999 (incorporated
by reference to Exhibit G of the Registrant's definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on September 15, 1999 (File No. 1-14556)).
99.1 Definitive Proxy Statement of the Registrant on Schedule 14A
filed with the Securities and Exchange Commission on September
15, 1999 (File No. 1-14556).
