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): March 10, 2006
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COFFEE
HOLDING CO., INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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001-32491
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11-2238111
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4401
First Avenue, Brooklyn, New York
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11232-0005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(718)
832-0800
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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 (see General Instruction A.2. below):
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
2.02 Results
of Operations and Financial Condition.
On
March
15, 2006, Coffee
Holding Co., Inc. (“Coffee Holding”) announced its earnings for the first
quarter ended January 31, 2006. A copy of the press release describing the
earnings is attached as exhibit 99.1 hereto.
Item
8.01 Other
Items.
On
March
10, 2006, Coffee Holding entered into a joint venture with Coffee Bean
Trading-Roasting LLC (“Coffee Bean Trading-Roasting”) and formed Café La Rica,
LLC, a Delaware limited liability company (the “Joint Venture”). The Joint
Venture will engage in the roasting, packaging and sale of the Café La Rica
brand coffee and other coffee products from a new location in Miami, Florida.
Coffee
Holding and Coffee Bean Trading-Roasting will each own 50% of the Joint Venture.
All profits earned by the Joint Venture will be divided evenly among Coffee
Holding and Coffee Bean Trading-Roasting within ninety (90) days of the end
of
the Joint Venture’s fiscal year, which ends on October 31st
of each
calendar year. Coffee Holding will be the exclusive supplier of coffee inventory
for the Joint Venture.
Coffee
Holding will initially contribute roasting equipment and $250,000 in cash,
which
will be used for general business purposes, to the Joint Venture. Coffee
Bean
Trading-Roasting will initially contribute equipment, coffee inventory and
packaging materials and will also grant an exclusive license to use the Café La
Rica trademark to the Joint Venture.
The
Joint
Venture may be terminated by the mutual agreement of Coffee Holding and Coffee
Bean Trading-Roasting (each a “Party” and together, the “Parties”), in the event
of a non-cured breach of the Joint Venture’s operating agreement by one of the
Parties, in the event of bankruptcy of one of the Parties, or in the event
of a
dispute among the Parties that is unable to be resolved through the dispute
resolution mechanisms set forth in the operating agreement. Upon the termination
of the Joint Venture, after the payment to all creditors, each Party will
receive the assets such Party originally contributed to the Joint Venture,
and
the remainder of the Joint Venture’s assets will be distributed in proportion to
each Parties’ respective percentage membership interest.
Coffee
Holding has agreed to provide certain services to the Joint Venture, such
as
administrative and payroll services, participation by the Joint Venture’s
employees in Coffee Holding’s employee benefit plans and payment of slotting
fees. Coffee Holding and the Joint Venture have entered into an expense sharing
agreement pursuant to which Coffee Holding will be reimbursed for such services.
Coffee
Holding has entered into a trademark licensing agreement with the Joint Venture,
granting the Joint Venture a royalty-free license to use Coffee Holding’s Café
Caribe trademark on coffee, coffee-flavored foods and beverages and related
services in the State of Florida and such other areas as the Joint Venture
and
Coffee Holding may agree. Coffee Bean Trading-Roasting has also entered into
a
trademark licensing agreement with the Joint Venture, whereby Coffee Bean
Trading-Roasting has granted the Joint Venture a royalty-free license for
the
use the Café La Rica name as part of its corporate name worldwide and the Café
La Rica trademark on coffee, coffee-flavored foods and beverages and related
services in the United States, and such other territories as the Joint Venture
and Coffee Bean Trading-Roasting may agree.
A
copy of
the press release announcing the Joint Venture is attached as exhibit 99.2
hereto.
Item
9.01 Financial
Statements and Exhibits.
(d) The
following exhibits are furnished with this report:
Exhibit
No. Description
99.1 Coffee
Holding Co., Inc. press release dated March 15, 2006
99.2 Coffee
Holding Co., Inc. press release dated March 14, 2006
SIGNATURES
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.
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| Dated:
March 16, 2006 |
COFFEE
HOLDING
CO., INC. |
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By: |
/s/ Andrew Gordon |
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Name:
Andrew
Gordon |
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Title: President
and Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
No. Description
99.1 Coffee
Holding Co., Inc. press release dated March 15, 2006
99.2 Coffee
Holding Co., Inc. press release dated March 14, 2006