from the 8 k filed today
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 16, 1999, Cuisine Solutions, Inc. (the "Company") issued 1,500,000
shares of the Company's Common Stock par value $.01 per share (the "Common
Stock"), to Food Research Corporation, the majority stockholder of the Company,
in exchange for all of the issued and outstanding equity interests in NOUVELLE
CARTE France ("Nouvelle Carte") pursuant to agreements dated as of October 29,
1999 (collectively, the "Agreement"). Pursuant to the Agreement, the Company
also agreed to issue additional Common Stock in an amount to be determined based
upon Nouvelle Carte's operating performance for the two years ended June 30,
2001. The additional consideration to be paid will be determined as follows: if
Nouvelle Carte's operating income is less than FFr 1,500,000 for the year ended
June 30, 2000, no additional shares will be issued in respect of such year; if
operating income is more than FFr 1,500,000, but less than FFr 2,000,000 for
such year, 375,000 shares of Common Stock will be issued; if operating income
exceeds FFr 2,000,000 for such year, 500,000 shares of Common Stock will be
issued; if Nouvelle Carte's operating income is less than FFr 2,000,000 for the
year ended June 30, 2001, no additional shares will be issued in respect of such
year; if operating income is more than FFr 2,000,000, but less than FFr
2,500,000 for such year, 375,000 shares of Common Stock will be issued; and if
operating income exceeds FFr 2,500,000 for such year, 500,000 shares of Common
Stock will be issued. Accordingly, an aggregate additional 1,000,000 shares of
Common Stock are issuable if the maximum performance targets are achieved for
both years. The purchase price was negotiated between a committee of independent
directors of the Company who are not affiliated with the Company's majority
stockholder, and such majority stockholder, and was intended to approximate the
book value of the net assets acquired.
Prior to giving effect to the acquisition, Food Research Corporation was the
beneficial owner of 7,020,588 shares, or 52.9%, of the Company's Common Stock.
Food Research Corporation is owned by Jean Louis Vilgrain, Chairman of the Board
of Directors of the Company, Stanilas Vilgrain, President and Chief Executive
Officer and a member of the Board of Directors of the Company and Alexandre
Vilgrain, a member of the Board of Directors of the Company. After giving effect
to the issuance of 1,500,000 shares of Common Stock as a result of the
transaction, Food Research Corporation is the beneficial owner of approximately
57.7% of the Company's outstanding Common Stock.
Nouvelle Carte is a sous vide manufacturer of fresh and frozen entrees and
sauces marketed throughout Europe to retail and food service customers. As a
result of the acquisition, the Company acquired a manufacturing facility in
Louviers, France and related property, plant and equipment which it intends to
continue to use for sous vide manufacturing. The Company anticipates that the
acquisition will enable it to expand sales through existing distribution
channels and to meet increased demand from airline customers for products served
on flights originating in Europe. |
