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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DIEDRICH COFFEE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0086628
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2144 MICHELSON DRIVE
IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is to
to be so registered be registered
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NONE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Securities (the "Common
Stock"), is contained in the section entitled "Description of Capital Stock," in
the prospectus included in the Registrant's Registration Statement on Form S-1
(Reg. No. 333-08633) filed with the Securities and Exchange Commission on July
23, 1996 and is incorporated by reference.
ITEM 2. EXHIBITS
1.1 The Registrant's Registration Statement on Form S-1 (Reg.
No. 333-08633), filed on July 23, 1996, as amended.*
4.1 The Certificate of Incorporation of the Registrant is
hereby incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-08633).**
4.2 The Bylaws of the Registrant are hereby incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-08633).**
4.3 The Purchase Agreement for Series A Preferred Stock dated
as of December 11, 1992 by and among Diedrich Coffee, Martin R. Diedrich, Donald
M. Holly, SNV Enterprises and D.C.H., L.P. is hereby incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-08633).*
4.4 The Series B Stock Purchase Agreement dated as of June 29,
1995 by and among Diedrich Coffee, Martin R. Diedrich, Steven A. Lupinacci,
Redwood Enterprises VII, L.P. and Diedrich Partners I, L.P. is hereby
incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-08633).*
4.5 The Representative's Warrant Agreement is hereby
incorporated by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-08633).**
5.1 The specimen stock certificate representing shares of
Common Stock, no par value, of the Registrant is hereby incorporated by
reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-08633).**
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* Filed previously.
**To be filed by amendment to the Registrant's Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
DIEDRICH COFFEE
Dated: August 13, 1996 By: /s/ Steven A. Lupinacci
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Steven A. Lupinacci
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED PAGE IN
REGISTRATION
EXHIBIT DESCRIPTION OF EXHIBIT STATEMENT
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<S> <C>
1.1 The Registrant's Registration Statement on Form S-1 (Reg.
No. 333-08633) as amended to date.* N/A
4.1 The Certificate of Incorporation of the Registrant is
hereby incorporated by reference to Exhibit 3.1 to the N/A
Registrant's Registration Statement on Form S-1 (Reg. No.
333-08633).**
4.2 The Bylaws of the Registrant are hereby incorporated by
reference to Exhibit 3.2 to the Registrant's Registration N/A
Statement on Form S-1 (Reg. No. 333-08633).**
4.3 The Purchase Agreement for Series A Preferred Stock dated N/A
as of December 11, 1992 by and among Diedrich Coffee,
Martin R. Diedrich, Donald M. Holly, SNV Enterprises and
D.C.H., L.P. is hereby incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-08633).*
4.4 The Series B Stock Purchase Agreement dated as of June 29, N/A
1995 by and among Diedrich Coffee, Martin R. Diedrich,
Steven A. Lupinacci, Redwood Enterprises VII, L.P. and
Diedrich Partners I, L.P. is hereby incorporated by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-08633).*
4.5 The Representative's Warrant Agreement is hereby N/A
incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-08633).**
</TABLE>
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<TABLE>
<S> <C>
5.1 The specimen stock certificate representing shares of
Common Stock, no par value, of the Registrant is hereby N/A
incorporated by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-08633).**
</TABLE>
*Previously filed.
**To be filed by amendment to the Registrant's Registration Statement on Form
S-1.
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