Green Mountain Coffee completes $250 million sale to Lavazza, SEC requests documents

first_imgGreen Mountain Coffee Roasters finally acquires Diedrich Coffee …May 12, 2010 … Green Mountain Coffee Roasters, Inc has announced that it has acquired Diedrich Coffee, Inc. (NASDAQ: DDRX) for $35 per share of common … Green Mountain Coffee ranks #2 on Fortune’s global 100 fastest …Aug 19, 2010 … For the second consecutive year, Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR), of Waterbury, Vermont, has been ranked on Fortune’s … Green Mountain Coffee declares three-for-one stock split, earnings …Apr 28, 2010 … Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) today announced that its Board of Directors has approved a three-for-one stock split to … Green Mountain Coffee Roasters sees sales soar | Vermont Business …Jan 15, 2010 … Green Mountain Coffee Roasters ‘ based in Waterbury ‘ had a fairly …Also purchased this year was Timothy’s World Coffee from Toronto for … Green Mountain Coffee Roasters announces $250 million common stock …Aug 11, 2010 … As a leader in the specialty coffee industry, Green Mountain CoffeeRoasters, Inc. is recognized for its award-winning coffees, … According to a Form 8-K report to the Securities & Exchange Commission Tuesday, Green Mountain Coffee Roasters, Inc completed a sale of 8,566,649 shares of its common stock, par value $0.10 per share, to Luigi Lavazza S.p.A., an Italian corporation, for an aggregate purchase price of $250 million. The Waterbury company employs 1,010 in Vermont and more than 2,000 system-wide. It has been in a buying spree lately on the West Coast and in Canada as its stock price has climbed and sales of Keurig-brand single cup serving systems has taken off. The company reported in the same filing that the SEC had requested certain documents, which GMCR believes is related to ” certain revenue recognition practices and the Company’s relationship with one of its fulfillment vendors.” It declined to comment further on the SEC request, other than to say it was cooperating fully. However, its stock price fell on the news 16 percent to $31.06. Its 52-week high is $37.97 and its 52-week low is $19.85. I was at $31.30 late Thursday. http://investor.gmcr.com/stockquote.cfm(link is external)The sale of the Shares to Lavazza was effected pursuant to the Common Stock Purchase Agreement, dated as of August 10, 2010, by and between the Company and Lavazza. The execution of the SPA was previously reported by the Company in its Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2010, and the full text of the SPA was filed as Exhibit 10.1 thereto. In connection with the closing of the sale of the Shares, the Company and Lavazza entered into a Registration Rights Agreement, dated as of September 28, 2010 (the ‘RRA’).Pursuant to the terms of the RRA, after the first anniversary of the date of the RRA or the earlier occurrence of specified triggering events, Lavazza will have a demand, Form S-3 registration right with respect to the Shares then held by Lavazza and other Common Stock or other securities convertible into or exchangeable for Common Stock acquired by Lavazza in accordance with the terms of the SPA (collectively, the ‘Registrable Securities’). In addition, after the first anniversary of the date of the RRA, Lavazza will have a piggyback registration right to have the Registrable Securities then held by Lavazza included in a Company-effected registration, other than a registration relating to employee benefit plans or resulting from other specified corporate events. Lavazza’s demand and piggyback registration rights are subject to the limitations and conditions set forth in the RRA, including, with respect to underwritten offerings, customary underwriter cutbacks. The RRA also provides that all expenses (other than underwriting commissions, transfer taxes, fees of Lavazza’s counsel and similar fees and commissions) incurred in connection with any registration that is subject to the exercise of Lavazza’s registration rights will generally be borne by the Company, and contains other customary provisions, including those relating to indemnification.Item 2.02 Results of Operations and Financial Condition.The information in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.Item 3.02 Unregistered Sales of Equity Securities.To the extent required by Item 3.02 of Form 8-K, the information contained or incorporated in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. Exemption from registration under the Securities Act of 1933, as amended (the ‘Securities Act’), for the sale of the Shares to Lavazza was based on Section 4(2) of the Securities Act.Item 7.01 Regulation FD Disclosure.In connection with its acquisition of LJVH Holdings, Inc., or Van Houtte, a leading gourmet coffee brand in Canada in the home and office channels, and the marketing of the associated $1.35 billion debt financing, the Company hereby furnishes the following information:Intercompany adjustment correctionIn connection with the preparation of its financial results for its fourth fiscal quarter, the Company’s management discovered an immaterial accounting error relating to the margin percentage it had been using to eliminate the inter-company markup in its K-Cup inventory balance residing at its Keurig business unit. Management discovered that the gross margin percentage used to eliminate the inter-company markup resulted in a lower margin applied to the Keurig ending inventory balance effectively overstating consolidated inventory and understating cost of sales. Management determined that the accounting error arose during fiscal 2007 and analyzed the quantitative impact from that point forward to June 26, 2010.As of June 26, 2010, there is a cumulative $7.6 million overstatement of pre-tax income. Net of tax, the cumulative error resulted in a $4.4 million overstatement of net income or a $0.03 cumulative impact on earnings per share.After evaluating the quantitative and qualitative aspects of the error in accordance with applicable accounting literature, including Staff Accounting Bulletins published by the SEC, the Company, with the participation of the audit committee of the Board of Directors, has determined that the correction in the margin calculation represents a correction of an error in accordance with Accounting Standards Codification 250 Accounting Changes and Error Corrections, that the correction was not material to the fiscal years and the respective quarters ended 2007, 2008 and 2009 and that the Company anticipates that the correction will not be material to fiscal year 2010 and the respective quarters of fiscal 2010. As a result, the Company anticipates the cumulative amount of the accounting correction will be made in the quarter ended September 25, 2010.The Company does not intend to provide further updates regarding the correction of this error or the Company’s results for fiscal year 2010 until its fiscal 2010 fourth quarter earnings release and conference call. Additional details regarding the correction of this error will be provided in the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2010.SEC inquiryOn September 20, 2010, the staff of the SEC’s Division of Enforcement informed the Company that it was conducting an inquiry and made a request for a voluntary production of documents and information. Based on the request, the Company believes the focus of the inquiry concerns certain revenue recognition practices and the Company’s relationship with one of its fulfillment vendors. The Company, at the direction of the audit committee of the Company’s board of directors, is cooperating fully with the SEC staff’s inquiry.Note Regarding Forward-Looking StatementsCertain statements contained herein are not based on historical fact and are ‘forward-looking statements’ within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as ‘anticipate,’ ‘believe,’ ‘could,’ ‘estimate,’ ‘expect,’ ‘feel,’ ‘forecast,’ ‘intend,’ ‘may,’ ‘plan,’ ‘potential,’ ‘project,’ ‘should,’ ‘would,’ and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact on sales and profitability of consumer sentiment in this difficult economic environment, the Company’s success in efficiently expanding operations and capacity to meet growth, the Company’s success in efficiently and effectively integrating Tully’s, Timothy’s, and Diedrich’s wholesale operations and capacity into its Specialty Coffee business unit, the Company’s success in introducing and producing new product offerings, the ability of lenders to honor their commitments under the Company’s credit facility, competition and other business conditions in the coffee industry and food industry in general, fluctuations in availability and cost of high-quality green coffee, any other increases in costs including fuel, Keurig’s ability to continue to grow and build profits with its roaster partners in the At Home and Away from Home businesses, the Company’s ability to continue to protect and enhance its intellectual property, the Company experiencing product liability, product recall and higher than anticipated rates of warranty expense or sales returns associated with a product quality or safety issue, the impact of the loss of major customers for the Company or reduction in the volume of purchases by major customers, delays in the timing of adding new locations with existing customers, the Company’s level of success in continuing to attract new customers, sales mix variances, weather and special or unusual events, the impact of the inquiry initiated by the SEC and any related or additional governmental investigative or enforcement proceedings, as well as other risks described more fully in the Company’s filings with the SEC. Forward-looking statements reflect management’s analysis as of the date of this Current Report on Form 8-K. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases. Source: GMCR. September 28, 2010Green Mountain Coffee Roasters to acquire Van Houtte for $900 …Sep 14, 2010 … Green Mountain Coffee Roasters, Inc (NASDAQ: GMCR) announced today that it has executed a Share Purchase Agreement pursuant to which GMCR … For more stories on Green Mountain Coffee Roasters, go towww.vermontbiz.comlast_img read more

Update on the latest sports

first_imgA person familiar with the decision tells The Associated Press that the NFL has extended its virtual offseason workouts through the end of May.NFL teams normally would be holding OTAs during May, followed by June minicamps. Those activities are being done remotely due to the coronavirus pandemic. Coaching and training staffs have worked with the players by conducting classroom instruction and on-field activities through digital applications.All 32 teams must submit plans for reopening their facilities to the league by Friday, though no dates for such re-openings are set. Offseason workouts must end by June 26, a week or so later than usual.In other news related to the coronavirus pandemic:— Florida is willing to be a restart site for professional sports leagues when play resumes following shutdowns caused by the new coronavirus. Florida Gov. Ron DeSantis said today that he is welcoming all pro sports for practicing and playing, although he couldn’t guarantee that fans would be permitted. Arizona Gov. Doug Ducey announced yesterday that his state is open to games without spectators for all the major sports starting Saturday. Attorneys for McMahon argued Wednesday that Luck was fired for cause, in part because he failed to devote his business time to his XFL duties. They claimed Luck abandoned his responsibilities after the schedule was halted by the coronavirus.The league suspended operations and laid off all its employees on April 10, three days before filing for bankruptcy protection.,Tampa Bay Lightning advance to face Dallas Stars in Stanley Cup finals, beating New York Islanders 2-1 in OT in Game 6 COLLEGE BASKETBALL-ALABAMA ST-MO WILLIAMSWilliams takes over Alabama State programMONTGOMERY, Ala. (AP) — Former NBA point guard Mo Williams is Alabama State’s new head coach.Williams played 14 seasons in the NBA, winning a championship with the Cleveland Cavaliers in 2016. He spent the past two seasons as an assistant for California State University at Northridge, under coach Mark Gottfried.NBA-OBIT-JOHN MCCARTHY — The PGA Tour has outlined a health plan for its return that includes testing players for the new coronavirus both at home and when they arrive at tournaments. The tour’s chief of operations says they won’t play if it’s not safe for everyone involved, and if testing takes away from resources in the host city. The return to golf will not include spectators or pro-ams. Key personnel will have to answer health questionnaires and have their temperatures taken every day. The tour says if a player tests positive, he will have to withdraw.— Santa Anita has received approval from Los Angeles County health officials to resume live racing Friday. The track stopped live racing on March 27 by order of the county health department because of concern over the spread of the coronavirus. The track raced without spectators for two weeks before it was shut down.— The South Korean women’s golf tour is starting up again. The KLPGA Championship opens on Thursday, without fans on the course. Organizers say social distancing will be practiced by players and tournament officials. Women’s golf joins South Korea’s professional baseball and soccer leagues, which have already restarted in the wake of the coronavirus pandemic.— Golf courses in England are reopening as part of some modest socially distanced easing of coronavirus lockdown restrictions. People in England can exercise more than once a day and with one person from outside their household, provided the rule to remain more than six feet apart is adhered to. In addition, outdoor tennis and basketball courts can be used, and people will also be able to swim in lakes and the sea.— Ferrari says it has developed a ventilator for hospitals dealing with the pandemic. The Formula One team says it created a device that is easy to use and assemble in conjunction with the Italian Institute of Technology. Ferrari says it was designed in only five weeks and can be produced using easily available materials at a lower cost than normal ventilators. COLLEGE BASKETBALL-GEORGETOWN-McCLUNGHoyas star guard transferringWASHINGTON (AP) — Georgetown guard Mac McClung plans to enter the NCAA transfer portal after taking his name out of consideration for the NBA draft.McClung averaged 15.7 points, 3.1 rebounds and 2.4 assists in 21 games as a sophomore this past season, missing time with a right foot injury.His departure follows the transfers of four other Georgetown men’s basketball players during last season. — Major League Soccer is looking at the possibility of resuming the season this summer with all teams playing in Orlando, Florida. A person with knowledge of the plan says the league’s 26 teams and limited staff would likely be sheltered in a resort with games played without fans at ESPN’s Wide World of Sports Complex at Disney World. Details of the plan are still under consideration. Teams could head to Florida as early as June 1 for training camps.— A person familiar with the decision says the Miami Marlins will temporarily furlough 90 to 100 baseball operations employees beginning June 1 because of the pandemic. The person told The Associated Press that about 40 percent of the baseball operations staff will be affected, with the status of those furloughed to be evaluated monthly. Their health benefits will continue through the end of October.— The Italian soccer league is hoping to resume competition on June 13. The date was agreed to during a video conference with all 20 Serie A clubs. It is subject to approval by the Italian government. Full team training will restart on May 18 after a revised medical protocol was approved. The clubs have already resumed training on an individual basis.— The Portuguese soccer league says it will delay its restart until June 4. The league was expected to resume at the end of May but will wait another week so there is time to “rigorously inspect stadiums and conduct medical tests on all professionals involved” in the matches.— Players from the Spanish soccer club Elche did not return to practice on Wednesday as a protest against reduced salaries. The players for the second-division club were supposed to practice at the team’s stadium. Instead, they decided to keep training at home to show their discontentment with the team’s decision not to lift the furloughs that had been put in place because of the coronavirus pandemic. Players had their salaries reduced by 70%. Share This StoryFacebookTwitteremailPrintLinkedinRedditVIRUS OUTBREAK-SPORTSAP Source: NFL extends virtual offseason work through MayUNDATED (AP) — The NFL has updated its Organized Team Activities schedule as the league hopes to begin the upcoming season on time. — The Japan Sumo Association says a 28-year-old wrestler has died from the coronavirus. The association identified the wrestler as Shoubushi and said he died of multiple-organ failure. He is reported to have been the first sumo wrestler to die from the virus, and among the youngest to die in Japan.— Beach volleyball teams will have an extra year to qualify for the Tokyo Olympics. The system will otherwise remain the same. Most teams qualify by earning points on the international tour. The deadline for Tokyo had been this June but now it will be June 13, 2021. Additional spots in the Olympic tournament will be decided at continental tournaments that will be held until June 27 of next year.— Oaklawn plans to reopen its casino next to the racetrack in Hot Springs, Arkansas, on Monday. General manager Wayne Smith says state and health officials have given the go-ahead to do so with new health and hygiene protocols in place. The casino will operate at 33% capacity, staff and visitors will have their temperatures checked upon entry and must wear masks, and guests must show ID in case contact tracing is needed.— Rutgers is doing away with paper tickets to sports events in response to the COVID-19 pandemic. The State University of New Jersey announced Wednesday that mobile-only ticketing to sports events will start this fall with the football season.— IndyCar plans to crown its champion on the streets of St. Petersburg, Florida. The original opener is being rescheduled for Oct. 25 as the finale. IndyCar was supposed to start its season March 15 on the temporary street course. Teams were already in place to compete before sports shut down 48 hours before the race because of the coronavirus pandemic. The league says it will continue its Dream Gap Tour series of barnstorming stops across North America.XFL-LUCK LAWSUITMcMahon fights back in battle with LuckSTAMFORD, Conn. (AP) — Lawyers for XFL owner Vince McMahon have argued in court filings that he was justified in firing league CEO Oliver Luck last month just before the football operation shut down.Luck filed a federal lawsuit last month over his April 9 termination, alleging the wrestling magnate breached their contract. The father of former Indianapolis Colts quarterback Andrew Luck and a long-time football executive is seeking monetary damages. COLLEGE BASKETBALL-NBA DRAFT DEADLINEDraft deadline pushed backINDIANAPOLIS (AP) — The NCAA is pushing back its deadline for early entrants to the NBA draft to withdraw and return to school.The deadline had been June 3, 10 days after the completion of the NBA scouting combine. But the combine was postponed amid the coronavirus pandemic.NCAA senior vice president of basketball Dan Gavitt said in a statement that college sports’ governing body won’t set a new deadline until the NBA has determined its revised timeline for the predraft process. May 13, 2020 Associated Press DOCTOR-SEXUAL ASSAULT-MICHIGAN STATENassar-related case dismissed against ex-university chiefDETROIT (AP) — A judge has dismissed criminal charges against former Michigan State University President Lou Anna Simon.She was accused of lying to investigators in 2018 as they tried to learn what she knew years earlier about sexual assault complaints involving campus doctor Larry Nassar. Simon last year was ordered to trial in Eaton County, near Lansing. But Circuit Judge John Maurer tossed the case, saying a lower court judge had abused her discretion in finding enough evidence to keep the case going.Nassar is serving decades in prison after hundreds of women and girls came forward to say he molested them during visits for hip, back and leg injuries. Authorities alleged that Simon knew in 2014 that Nassar had been accused of molesting a patient at a campus clinic, and that she knew of the nature of the complaint. Former Celtics, Canisius guard Johnny McCarthy diesBUFFALO, N.Y. (AP) — Former NBA guard John McCarthy has died at 86.McCarthy was the first player in NBA history to record a triple-double in his first career playoff game, a feat that has been matched just three other times. He played six seasons in the league and closed his career by helping the Boston Celtics win the 1964 championship.McCarthy also helped Canisius earn a pair of NCAA appearances in 1955 and ’56.Canisius announced that McCarthy died Saturday of natural causes in the Buffalo suburbs, where he grew up and lived most of his life. WOMEN’S HOCKEY-FUTUREPro women’s hockey association unveils 5-city regional planUNDATED (AP) — The Professional Women’s Hockey Players Association enters its second season with plans to regionalize its structure by basing players in five hub cities.Groups of 25 players will practice in rinks in New Hampshire, Minnesota, Toronto, Montreal and Calgary. The league says players will have access to dedicated dressing rooms, strength and conditioning facilities as well as support staff and coaches.The PWHPA was established a year ago following the collapse of the six-team Canadian Women’s Hockey League. UNIVERSITY OF MICHIGAN-DOCTORU. of Michigan seeks to remove law firm in sex abuse suitsANN ARBOR, Mich. (AP) — The University of Michigan has announced that it is seeking to remove a law firm it hired to handle lawsuits following hundreds of allegations of sexual abuse by Dr. Robert Anderson, a sports doctor who worked at the school for decades.It’s the second time the university has sought to remove a firm helping handle the allegations, and just two months after the firm was hired.The school said in April that it hoped to settle the lawsuits. Update on the latest sportslast_img read more