Attached files
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EX-1.1 - EX-1.1 - Caribou Coffee Company, Inc. | c61924exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2010
CARIBOU COFFEE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Minnesota (State or other jurisdiction of incorporation |
000-51535 (Commission File Number) |
41-1731219 (I.R.S. Employer Identification No.) |
3900 Lakebreeze Avenue, North, Brooklyn Center, MN (Address of principal executive offices) |
55429 (Zip Code) |
Registrants telephone number, including area code: 763-592-2200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events.
On December 15, 2010, Caribou Coffee Company, Inc. (the Company) and Caribou Holding Company
Limited (the Selling Shareholder) entered into an agreement (the Underwriting Agreement) with
Jefferies & Company, Inc., as representative of the underwriters listed on Schedule A thereto (the
Underwriters), whereby the Selling Shareholder agreed to sell and the Underwriters agreed to
purchase from the Selling Shareholder, subject to and upon the terms and conditions set forth in
the Underwriting Agreement, 5,000,000 shares of the Companys common stock, at a public offering
price of $9.75 per share, less discounts and commissions of $0.53625 per share (the Secondary
Offering). Under the terms of the Underwriting Agreement, the Selling Shareholder granted the
Underwriters a 30-day option to purchase up to 750,000 additional shares to cover over-allotments,
which was exercised in full by the Underwriters on December 17, 2010.
The Underwriting Agreement contains customary representations, warranties and agreements of the
Company and the Selling Shareholder and customary indemnification rights and obligations of the
parties.
The Company will not receive any proceeds from the Secondary Offering. The Secondary Offering was
made pursuant to the Companys effective registration statement on Form S-3 (Registration No.
333-170634). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Underwriting Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 | Underwriting Agreement |
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.
Date: December 21, 2010
CARIBOU COFFEE COMPANY, INC. |
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By: | /s/ Timothy J. Hennessy | |||
Timothy J. Hennessy | ||||
Chief Financial Officer | ||||
EXHIBIT INDEX
1.1 | Underwriting Agreement |