-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HdmD17iVEfGLmNdYeZzjIAvAP3TJAeUR/MTAZe14GW5ypYy+5ixeVpcEllcEx3wy Cf/kK7Dk+fjX2RjeVtyn4Q== 0000930413-04-001921.txt : 20040419 0000930413-04-001921.hdr.sgml : 20040419 20040419140730 ACCESSION NUMBER: 0000930413-04-001921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040419 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEFS INTERNATIONAL INC CENTRAL INDEX KEY: 0000201424 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 222058515 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08513 FILM NUMBER: 04740137 BUSINESS ADDRESS: STREET 1: 62 BROADWAY STREET 2: PO BOX 1332 CITY: POINT PLEASANT BEACH STATE: NJ ZIP: 08742 BUSINESS PHONE: 7322950350 MAIL ADDRESS: STREET 1: 62 BROADWAY STREET 2: PO BOX 1332 CITY: POINT PLEASANT BEACH STATE: NJ ZIP: 08742 8-K 1 c32026_8k.txt 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) APRIL 19, 2004 CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES ------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE --------------------------------------------------- (State or other jurisdiction of incorporation) 0-8513 22-2058515 - ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 62 Broadway, Point Pleasant Beach, New Jersey 08742 - ---------------------------------------------------- ------------------ (Address of principal executive office) (Zip Code) 732-295-0350 - ---------------------------------------------------- (Registrant's telephone number, including area code) FORM 8-K April 19, 2004 CHEFS INTERNATIONAL, INC. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On April 19, 2004, Chefs International, Inc. issued a press release announcing that the special committee of its Board of Directors formed to review and analyze a proposal to purchase the common stock owned by its minority stockholders had voted to reject a revised offer to purchase the common stock at a cash purchase price of $2.50 per share. The text of the press release is attached hereto as Exhibit 99.3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 99.3 Press Release issued by Chefs International, Inc. on April 19, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHEFS INTERNATIONAL, INC. --------------------------------- (Registrant) Dated: APRIL 19, 2004 By /s/ Anthony Papalia --------------------------------- Anthony Papalia, President EX-99.3 3 c32026_ex99-3.txt EX 99.3 CHEFS INTERNATIONAL ANNOUNCES REJECTION OF REVISED OFFER TO PURCHASE MINORITY SHAREHOLDERS' INTERESTS FOR IMMEDIATE RELEASE - --------------------- POINT PLEASANT BEACH, NEW JERSEY, APRIL 19, 2004 Chefs International Inc. (OTC Bulletin Board: CHEF)(the "COMPANY") announced today that a special committee of its Board of Directors (the "COMMITTEE") had voted to recommend rejection of a revised offer by Lombardi Restaurant Group, Inc., a newly-organized entity owned by Robert Lombardi, Anthony Lombardi, Joseph Lombardi, Michael Lombardi and Stephen Lombardi (the "LOMBARDI BROTHERS") and their affiliates, to acquire all of the outstanding shares of the Company's Common Stock not owned by the Lombardi Brothers and their affiliates, for a cash purchase price of $2.50 per share. The Committee made its recommendation after careful consideration, including a review with its financial and legal advisors. In making its recommendation, the Committee concluded that the revised offer price was inadequate from a financial point of view as it did not adequately reflect the Company's value. -----END PRIVACY-ENHANCED MESSAGE-----