-----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, FWw50SF8HeWACyMZ9gAMesQr7W1VOgKPC3uvN6z7YuemU1f7bCNW0LvVMkBSsDNa nQ+hJcqYWPPk3zaj4ySlBg== 0000950147-99-001148.txt : 19991022 0000950147-99-001148.hdr.sgml : 19991022 ACCESSION NUMBER: 0000950147-99-001148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991007 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POORE BROTHERS INC CENTRAL INDEX KEY: 0000944508 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 860786101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14556 FILM NUMBER: 99731781 BUSINESS ADDRESS: STREET 1: 3500 S LA COMETA DR CITY: GOODYEAR STATE: AZ ZIP: 85338 BUSINESS PHONE: 6029326200 MAIL ADDRESS: STREET 1: 2664 SOUTH LITCHFIELD RD CITY: GOODYEAR STATE: AZ ZIP: 85338 8-K 1 CURRENT REPORT DATED OCTOBER 7, 1999 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 October 7, 1999 Date of Report (Date of earliest event reported) POORE BROTHERS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14556 86-0786101 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 3500 South La Cometa Drive Goodyear, Arizona 85338 (Address of principal executive offices)(zip code) (623) 932-6200 (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On October 7, 1999, the Registrant consummated the previously announced acquisition of Wabash Foods, LLC and related financing from U.S. Bancorp Republic Commercial Finance, Inc. The consideration paid by the Registrant for Wabash Foods, LLC consisted of (i) 4,400,000 unregistered shares of Common Stock, and (ii) a warrant to purchase 400,000 unregistered shares of Common Stock at an exercise price of $1.00 per share. The indebtedness of Wabash Foods, LLC outstanding upon consummation of the acquisition on October 7, 1999 will thereafter be reflected as a liability of the Registrant on a consolidated basis. The acquisition was consummated on the terms previously reported in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556). The acquisition was approved by the Registrant's shareholders at the Registrant's Annual Meeting of shareholders held on October 6, 1999. ITEM 5. OTHER EVENTS. On October 7, 1999, the Registrant filed a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware for the purpose of increasing the number of authorized shares of its common stock, par value $.01 per share (the "Common Stock"), by 35,000,000 shares, from 15,000,000 to 50,000,000. The increase in the authorized Common Stock was approved by the Registrant's shareholders at the Registrant's Annual Meeting of shareholders held on October 6, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. Audited financial statements of Wabash Foods, LLC are incorporated by reference to the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556). (b) Pro forma financial information. Unaudited pro forma combined condensed financial information of the Registrant and Wabash Foods, LLC are incorporated by reference to the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556). 2 (c) Exhibits. 2.1 Agreement for Purchase and Sale of Limited Liability Company Membership Interests dated as of August 16, 1999, by and between Pate Foods Corporation, Wabash Foods, LLC and Poore Brothers, Inc. (incorporated by reference to Exhibit E of the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556)). 3.1 Certificate of Amendment of the Registrant's Certificate of Incorporation, effective October 7, 1999 (incorporated by reference to Exhibit D of the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556)). 4.1 Warrant to purchase 400,000 shares of Common Stock, issued by the Registrant to Wabash Foods, LLC on October 7, 1999 (incorporated by reference to Exhibit G of the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556)). 99.1 Definitive Proxy Statement of the Registrant on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556). SIGNATURE 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. POORE BROTHERS, INC. (Registrant) Date: October 21, 1999 By: /s/ Thomas W. Freeze ----------------- ---------------------------------- Thomas W. Freeze Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 2.1 Agreement for Purchase and Sale of Limited Liability Company Membership Interests dated as of August 16, 1999, by and between Pate Foods Corporation, Wabash Foods, LLC and Poore Brothers, Inc. (incorporated by reference to Exhibit E of the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556)). 3.1 Certificate of Amendment of the Registrant's Certificate of Incorporation, effective October 7, 1999 (incorporated by reference to Exhibit D of the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556)). 4.1 Warrant to purchase 400,000 shares of Common Stock, issued by the Registrant to Wabash Foods, LLC on October 7, 1999 (incorporated by reference to Exhibit G of the Registrant's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556)). 99.1 Definitive Proxy Statement of the Registrant on Schedule 14A filed with the Securities and Exchange Commission on September 15, 1999 (File No. 1-14556). -----END PRIVACY-ENHANCED MESSAGE-----