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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DIEDRICH COFFEE, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
253675
(CUSIP Number)
Jonathan B. Eddison, Esq.
Diedrich Coffee, Inc.
2144 Michelson Dr.
Irvine, CA 92612
714-260-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
(Continued on following pages)
(Page 1 of 5 Pages)
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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13D
CUSIP No. 253675 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON Timothy J. Ryan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ] Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
616,667
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 616,667
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,667 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value of
Diedrich Coffee, Inc. (the "Issuer") with principal offices at:
2144 Michelson Dr.
Irvine, CA 92612
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Timothy J. Ryan, a United
States citizen, whose business address is:
President and CEO
Diedrich Coffee, Inc.
2144 Michelson Dr.
Irvine, CA 92612
Mr. Ryan has not during the past five years been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is, subject to
a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Ryan has the right to acquire up to 600,000 shares of the
Issuer's Common Stock, pursuant to that certain Stock Option Plan and Agreement
approved by the Board of Directors on November 17, 1998 and by the stockholders
of the Issuer at a Special Meeting held on January 22, 1998. The funds used to
purchase 16,667 shares of Common Stock pursuant to the terms of a Stock Purchase
Agreement, approved by the Board of Directors on November 17, 1998, were Mr.
Ryan's personal funds. The options granted to Mr. Ryan can be exercised, subject
to the discretion of the Issuer's Compensation Committee in cash, cash
equivalents, delivery of shares of Common Stock or a combination of the
foregoing.
ITEM 4. PURPOSE OF TRANSACTION.
As approved by stockholders at a Special Meeting held on January
22, 1998, Mr. Ryan's Stock Purchase Agreement and options to purchase the
Issuer's Common Stock were offered to Mr. Ryan by the Board of Directors of the
Issuer as an inducement to accept employment as President and Chief Executive
Officer of the Issuer. The stock and options are acquired for investment
purposes. Pursuant to the terms of that certain employment agreement dated as of
November 17, 1997 between Mr. Ryan and the Issuer, Mr. Ryan was appointed
President and Chief Executive Officer of Diedrich Coffee. Mr. Ryan was also
elected as a Director of the Issuer. The number of authorized directors was
increased from four to six.
Mr. Ryan joined Diedrich Coffee at the same time as John E.
Martin joined the Board of Directors as Chairman. As also approved by
shareholders at the Special Meeting on January 22, 1998, Mr. Martin acquired
options to purchase up to 850,000 shares of the Common Stock of Diedrich Coffee.
Following stockholder approval of the John Martin Option Plan and Agreement, Mr.
Martin purchased 333,333 shares of Common Stock pursuant to the terms of a Stock
Purchase Agreement approved by the Board of Directors on November 17, 1997.
Mr. Ryan has no present plans or proposals that relate to, or
would result in, an extraordinary corporate transaction involving the Issuer, a
sale or transfer of any of the Issuer's assets, a change in the present Board of
Directors or management of the Issuer other than as disclosed herein and in the
Issuer's report on Form 8-K dated November 25, 1997, a change in the present
capitalization or dividend policy of the Issuer, any other material change in
the Issuer's business or corporate structure, changes in the Issuer's articles
or bylaws or with respect to delisting or deregistration of the Issuer's
securities.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On November 18, 1997, the Issuer announced that it named
experienced restaurant industry executive Timothy J. Ryan, former president of
Sizzler USA, and a former colleague of Mr. Martin's at Taco Bell Worldwide, as
the Issuer's President and Chief Executive Officer to replace Lawrence Goelman,
Interim CEO. As approved by stockholders at a Special Meeting on January 22,
1998, the Issuer entered into a performance based Stock Option Plan and
Agreement under which Mr. Ryan was granted the option to purchase up to 600,000
shares of the common stock of the Company. Mr. Ryan also invested $50,000 in the
Company pursuant to a private sale of 16,667 shares of restricted stock which
closed on January 28, 1998. Until acquired, Mr. Ryan will not have voting or
dispositive power over any shares of Diedrich Coffee Common Stock other than the
16,667 shares acquired on January 28, 1998.
None of the Options are assignable or transferable in whole or in
part, and may not, directly or indirectly, be offered, transferred, sold,
pledged, assigned, alienated, hypothecated or otherwise disposed of or
encumbered (including without limitation, by gift, operation of law or
otherwise) except by will or by the laws of descent and distribution to the
estate of Mr. Ryan upon his death.
Prior to Mr. Ryan joining Diedrich Coffee as President and Chief
Executive Officer, Diedrich Coffee had 5,391,650 shares issued and outstanding.
Pursuant to the foregoing agreements, and following his purchase of 16,667
shares Mr. Ryan would have the right to acquire up to 600,000 shares of Common
Stock of Diedrich Coffee or approximately 10% of the issued and outstanding
stock of the Company (assuming all shares that Mr. Ryan can acquire are issued)
and that no other shares are issued before Mr. Ryan exercises his options in
full.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Two significant stockholders of the Company, D.C.H., L.P.,
("DCH") and Martin R. Diedrich ("MRD"), entered into a Voting Agreement and
Irrevocable Proxy with Mr. John Martin, Chairman, dated as of November 17,
1997. Under the agreement Mr. Martin received the irrevocable proxy of these
stockholders to vote in favor of his Stock Option Plan and Agreement to be
voted on at a Special Meeting of the stockholders of the Company. Pursuant to
this agreement, shares representing approximately 39% of the voting stock of
the Company were committed to vote in favor of Mr. Martin's Stock Option Plan
and Agreement. The Stock Option Plan and Agreement and Stock Purchase Agreement
with Mr. Ryan were approved at a Special Meeting of Stockholders held on
January 22, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Mr. Ryan's employment agreement, Stock Option Plan and
Agreement and the Voting Agreement between D.C.H., LP, Martin R. Diedrich and
John E. Martin were all filed as exhibits to the Issuer's Report on Form
8-K dated November 25, 1997.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
Dated: March 2, 1998
By: /s/ TIMOTHY J. RYAN
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Timothy J. Ryan
