-----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, Ho89wAUgXHhMhHtd5EWlJ7pidkd00KEpBsdxM+jVHvvTWU+YAFBTmLKnSWWCMxiF aDAEAccW6pfnkyl/9MyQIg== 0000930413-05-002675.txt : 20050418 0000930413-05-002675.hdr.sgml : 20050418 20050418104223 ACCESSION NUMBER: 0000930413-05-002675 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 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: 05755614 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 c37052_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 18, 2005 CHEFS INTERNATIONAL, INC. ------------------------- (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) 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: [ ] 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)) FORM 8-K April 18, 2005 CHEFS INTERNATIONAL, INC. ITEM 8.01. OTHER EVENTS On April 18, 2005, Chefs International, Inc. ("Chefs") issued a press release announcing that at the Special Meeting of its Stockholders held on April 18, 2005, the Agreement and Plan of Merger between Chefs and Lombardi Restaurant Group, Inc. had been approved and adopted by the affirmative vote of a majority of the shares of Chefs common stock outstanding on the Record Date for the meeting. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 99.6 Press Release issued by Chefs International, Inc. on April 18, 2005. 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 18, 2005 By /s/ Robert M. Lombardi, President ------------- -------------------------------------- Robert M. Lombardi, President EX-99.6 2 c37052_ex99-6.txt EXHIBIT 99.6 [Logo Omitted] ------------------------- CHEFS INTERNATIONAL, INC. ------------------------- P.O. Box 1332, Point Pleasant Beach, NJ 08742 o 732-295-0350 o Fax 732-295-4515 FOR IMMEDIATE RELEASE - --------------------- POINT PLEASANT BEACH, NEW JERSEY, APRIL 18, 2005 Chefs International, Inc. ("Chefs"), the owner of a restaurant chain currently operating nine restaurants in New Jersey and Florida, (shares traded on the OTC Bulletin Board(R) under the symbol "CHEF"), announced today that at a Special Meeting of its Stockholders held on April 18, 2005, an Agreement and Plan of Merger between Chefs and the Lombardi Restaurant Group, Inc. ("Acquisition Co.") pursuant to which Acquisition Co. would be merged with and into Chefs and each share of Chefs Common Stock (other than shares owned by Acquisition Co.,) would be canceled and converted into the right to receive a cash payment of $3.12, was approved and adopted by the affirmative vote of a majority of the shares of Chefs common stock outstanding on the Record Date for the meeting. The proposed Merger is designed to convert Chefs from a public corporation to a privately owned corporation. It is contemplated that the Merger will be effected in May 2005. Although the required stockholder vote has been obtained, the Merger will not be completed unless all of the remaining closing conditions are satisfied so there can be no assurance that the Merger will occur. For confirmation: Contact Martin W. Fletcher (732) 295-0350 JACK BAKER'S RESTAURANTS -----END PRIVACY-ENHANCED MESSAGE-----