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): June 9, 2011 (June 3, 2011)
57th Street General Acquisition
Corp.
(Exact name of registrant as
specified in its charter)
|
|
|
|
|
Delaware |
|
000-53977 |
|
27-1215274 |
(State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
110 West 40th Street, Suite
2100, New York, NY
|
|
10018 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (212) 221-7105
|
N/A
|
(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))
1
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Some of the statements in this Current Report on Form 8-K
may constitute forward-looking statements. Words such as anticipate, expect, project,
intend, plan, believe, target, aim, will and words and terms of similar substance and
any financial projections used in connection with any discussion of future plans, strategies,
objectives, actions, or events identify forward-looking statements. Such statements include, among
others, those concerning our expected financial performance and strategic and operational plans, as
well as all assumptions, expectations, predictions, intentions or beliefs about future events.
These statements are based on the beliefs of our management as well as assumptions made by and
information currently available to us and reflect our current view concerning future events. As
such, they are subject to risks and uncertainties that could cause our results to differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties
include, among many others: the risk that the businesses of Crumbs will not be integrated
successfully; the risk that the anticipated benefits of the business transaction with Crumbs may
not be fully realized or may take longer to realize than expected; the ability to achieve and
manage the growth of the Crumbs brand, expansion into new and existing markets and operations; the
risk that any projections, including earnings, revenues, expenses, synergies, margins or any other
financial items are not realized, risks arising from disruptions in supply chain; risks relating to
competition for real estate and ability to negotiate and renew leases; risks arising from
geographic concentration and regional factors impacting local economies; the risk of disruption
from the business transaction making it more difficult to maintain relationships with customers,
employees, suppliers and lessors; a reduction in industry profit margin; changing interpretations
of generally accepted accounting principles; continued compliance with government regulations;
changing legislation and regulatory environments; the ability to meet the NASDAQ Stock Market
listing standards, including having the requisite number of round lot holders or stockholders and
meeting the independent director requirements for the board of directors and its committees; a
lower return on investment; the general volatility of the market prices of our securities and
general economic conditions; our ability to successfully implement new strategies; operating
hazards; and the loss of key personnel. These risks, as well as other risks associated the recently
consummated merger, are more fully discussed in the Schedule TO (and any amendments and exhibits
thereto) in connection with the recently completed tender offer and our periodic reports (and any
amendments thereto) filed with the SEC and available at the SECs website at www.sec.gov
Forward-looking statements included herein speak only as of the date of this presentation. If any
of these risks or uncertainties materialize or if any assumptions prove incorrect, results could
differ materially from those expressed by such forward-looking statements. Neither 57th Street nor
Crumbs undertakes any obligation to update its forward-looking statements to reflect events or
circumstances after the date of this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2011, the Board of Directors (the Board) of 57th Street General
Acquisition Corp. (the Company) appointed Andrew J. Moger to the Board to fill a vacancy as a
result of the increase in the size of the Board from 7 to 8 persons. Mr. Moger was also appointed
as a member of the Audit Committee of the Board.
Effective on that same date (i) Edwin Lewis, a Director, was appointed the non-executive
Chairman of the Board; (ii) Jason Bauer, the Companys Chief Executive Officer, was appointed
President; (iii) John D. Ireland, the Companys Chief Financial Officer, was appointed both
Executive Vice PresidentFinance and Treasurer; (iv) Mia Bauer, the Companys Chief Creative
Officer, was appointed Vice President; and (v) Ronda S. Kase was appointed the Companys Secretary.
There is no arrangement or understanding between Mr. Moger and any other persons pursuant to
which Mr. Moger was selected as a director, and there are no related party transactions involving
Mr. Moger that are reportable under Item 404(a) of Regulation S-K.
There are no material plans, contracts or arrangements to which Mr. Moger is a party or in
which he participates nor has there been any material amendment to any plan, contract or
arrangement by virtue of Mr. Mogers appointment.
The following is certain biographical information regarding Mr. Moger:
Andrew J. Moger has served as a director of the Company since June 3, 2011. He is the founder
and chief executive officer of Branded Concept Development, Inc., an outsourced real estate, design
and construction firm for restaurant and retail concepts, and a founder and owner of Melt Shop,
LLC, operator of Melt Shop Grilled Cheese, a specialty food chain. Mr. Moger serves on the board
of directors of, and is an investor in, DSR Holdings 2007, LLC, operator of Dinosaur Bar-B-Que, a
barbeque restaurant. Prior to founding Branded Concept Development, Inc. in 2002, Mr. Moger was
the president and chief operating officer of Hello Newman, Inc., operator of Two Boots Pizza.
Previously, he served as executive vice president of development for Crunch Fitness International,
Inc., operator of fitness centers, as well as manager of special projects for Mortons Restaurant
Group, Inc., operator of Mortons of Chicago. Mr. Moger is a member of the board of advisors of
Champion Access, a non-profit organization committed to giving underemployed adults an opportunity
to gain leadership skills. Mr. Moger received a Bachelor of Arts in Political Science from
Washington University in St. Louis.