UNITED STATES
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 6, 2005
COFFEE HOLDING CO., INC.
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(Exact name of registrant as specified in its charter)
Nevada 001-32491 11-2238111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4401 First Avenue, Brooklyn, New York 11232-0005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 832-0800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 6, 2005, the registrant entered into employment agreements with
Andrew Gordon, its President, Chief Executive Officer, Chief Financial
Officer and Treasurer, and David Gordon, its Executive Vice President -
Operations and Secretary.
The employment agreements have rolling five-year terms and may be
converted to fixed five-year terms by the decision of the registrant's
Board of Directors or the executive. The agreements provide for minimum
annual salaries of $325,000 for Andrew Gordon and $300,000 for David
Gordon, respectively, discretionary cash bonuses, and participation on
generally applicable terms and conditions in other compensation and
fringe benefit plans. They also guarantee customary corporate
indemnification and errors and omissions insurance coverage throughout
the employment term and thereafter for so long as the executives are
subject to liability for such service to the extent permissible by the
Nevada Revised Statutes.
The terms of the employment agreements provide that each executive is
entitled to severance benefits if his employment is terminated without
"cause" or if he resigns for "good reason" or following a "change in
control" (as such terms will be defined in the employment agreements)
equal to the value of the cash compensation and fringe benefits that he
would have received if he had continued working for the remaining
unexpired term of the agreement. The employment agreements also provide
uninsured disability benefits. During the term of the employment
agreements and, in case of discharge with "cause" or resignation
without "good reason," for a period of one year thereafter, the
executives will be subject to (i) restrictions on competition with the
registrant and (ii) restrictions on the solicitation of the
registrant's customers and employees. For all periods during and after
the term, the executives will be subject to nondisclosure and
restrictions relating to the registrant's confidential information and
trade secrets.
If the registrant experiences a change in ownership, a change in
effective ownership or control or a change in ownership of a
substantial portion of the registrant's assets as contemplated by
Section 280G of the Internal Revenue Code, a portion of any severance
payments under the employment agreements might constitute an "excess
parachute payment" under current federal tax laws. Federal tax laws
impose a 20% excise tax, payable by each executive, on excess parachute
payments. Under the terms of the employment agreements, the registrant
would reimburse the executives for the amount of this excise tax and
would make an additional gross-up payment so that, after payment of the
excise tax and all income and excise taxes imposed on the reimbursement
and gross-up payments, the executives will retain approximately the
same net-after tax amounts under the employment agreements that they
would have retained if there were no 20% excise tax. The effect of this
provision is that the registrant, and not the executives, bears the
financial cost of the excise tax and the registrant could not claim a
federal income tax deduction for an excess parachute payment, excise
tax reimbursement or gross-up payment.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) On May 6, 2005, Barry Knepper, Sal Reda and Robert M. Williams
were appointed to the Board of Directors of the registrant.
Mr. Knepper will chair the Audit Committee and serve on the
Compensation Committee. Mr. Reda will chair the Compensation
Committee and serve on the Nominating and Corporate Governance
Committee. Mr. Williams will serve on the Compensation and
Nominating and Corporate Governance Committees.
ITEM 8.01 OTHER EVENTS.
On May 6, 2005, the registrant completed its initial public offering of
its common stock. The registrant sold 1,400,000 shares of its common
stock at $5.00 per share. The underwriters have been granted an option
for a period of 45 days to purchase up to an aggregate of 210,000
additional shares of common stock from the registrant to cover
over-allotments, if any. The registrant's common stock is listed on the
American Stock Exchange under the symbol "JVA." A copy of the press
release announcing the initial public offering is attached hereto as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) 10.14 Employment Agreement by and among Coffee Holding Co., Inc. and
Andrew Gordon (incorporated herein by reference to Exhibit
10.14 to the registrant's Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on June 24,
2004).
10.15 Employment Agreement by and among Coffee Holding Co., Inc. and
David Gordon (incorporated herein by reference to Exhibit
10.15 to the registrant's Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on June 24,
2004).
99.1 Press Release dated May 3, 2005.
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.
Dated: May 6, 2005 COFFEE HOLDING CO., INC.
By: /s/ Andrew Gordon
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Name: Andrew Gordon
Title: President and Chief Executive
Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.14 Employment Agreement by and among Coffee Holding Co., Inc. and
Andrew Gordon (incorporated herein by reference to Exhibit
10.14 to the registrant's Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on June 24,
2004).
10.15 Employment Agreement by and among Coffee Holding Co., Inc. and
David Gordon (incorporated herein by reference to Exhibit
10.15 to the registrant's Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on June 24,
2004).
99.1 Press release dated May 3, 2005.