Diedrich Coffee 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2007
DIEDRICH COFFEE, INC.
(Exact name of registrant as specified in its charter)
28 Executive Park, Suite 200
Irvine, California 92614
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (949) 260-1600
(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:
On May 7, 2007, Sequoia Enterprises L.P. purchased 955,229 shares of common stock, $0.01 par value per share (Common Stock), of Diedrich Coffee, Inc., a Delaware corporation (the Registrant) from Westcliff Aggressive Growth, LP; Westcliff Long/Short, LP; Westcliff Partners, LP; Westcliff Master Fund, LP; Westcliff Foundation; Westcliff Fund, LP; Westcliff Small Cap Fund, LP; Westcliff Ventures Fund, LP; and Harry-Anna Investment Fund, Inc. (collectively, the Westcliff Funds) at $3.80 per share with working capital funds. Paul C. Heeschen, the Chairman of the board of directors of the Registrant, is the sole general partner of Sequoia Enterprises L.P. with voting and investment power as to all such purchased shares. The Westcliff Funds are affiliates of Richard S. Spencer, III, who retired from the board of directors of the Registrant as of May 8, 2007, as described below in Item 5.02. As a result of the transaction, Mr. Heeschen now beneficially owns directly or indirectly approximately 50.5% of the Common Stock of the Registrant, as reported in Mr. Heeschens Schedule 13D/A filed with the Securities and Exchange Commission on May 9, 2007.
There are no arrangements or understandings between Sequoia Enterprises L.P. and Mr. Heeschen, on the one hand, and the Westcliff Funds and Mr. Spencer, on the other hand, with respect to the election of directors or other matters. The Registrant is not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Registrant.
On May 9, 2007, the Registrant announced that Richard S. Spencer, III retired from the Registrants board of directors, and all committees thereof upon which he serves, effective as of May 8, 2007. Mr. Spencer had served as a director of the Registrant since 2001. Mr. Spencers retirement from the board of directors did not involve any disagreement with the Registrant.
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: May 9, 2007