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 27, 2014
JAMMIN JAVA CORP.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation)
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000-52161
(Commission File
Number)
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264204714
(IRS Employer Identification No.)
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4730 Tejon St., Denver, Colorado 80211
(Address of principal executive offices and Zip Code)
323-556-0746
Registrant's telephone number, including area code:
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth below under “Item 8.01 Other Events” regarding the Advisory Board Shares is incorporated herein by reference. The issuance of the Advisory Board Shares was/will be exempt from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Act”), since the issuances did not/will not involve a public offering, the recipients took/will take the securities for investment and not resale, the Registrant took/will take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. None of these securities may be re-offered or resold absent either registration under the Act or the availability of an exemption from the registration requirement.
Item 8.01 Other Events.
Effective June 27, 2014, Jammin Java Corp. (the “Company”, “we” or “us”), formed an Advisory Board to provide strategic guidance, independent advice and recommendations to the Board of Directors (the “Directors”) on the organization, funding, plan of operations, proposed joint ventures and partnerships, governance, marketing and expansion of the Company and its products and services, and on such other matters as the Directors may from time to time request input and guidance on. The Advisory Board has no authority to bind the Company or the Directors on any matters and was formed only to provide the Directors non-binding guidance and advice as requested by the Directors from time to time.
Effective on June 27, 2014, the Directors appointed (1) Mr. Michael Higgins; and (2) Mr. Anthony Schiano, as the initial members of the Advisory Board. The Directors also agreed to compensate the Advisory Board members for agreeing to be appointed to the Advisory Board and for services to the Advisory Board through the issuance of shares of common stock of the Company totaling $30,000 per year (the “Yearly Fees”). The first Yearly Fees were payable to the Advisory Board members in connection with their appointment to the Advisory Board. As such, subject to certain confirmations and qualifications, each Advisory Board member will be issued 100,000 shares of restricted common stock of the Company (the “Advisory Board Shares”), representing the total number of shares of common stock equal to the total $30,000 in Yearly Fees divided by the five day average of the closing price of the Company’s common stock on the date immediately preceding the date of the grant of such shares ($0.30 per share). The Advisory Board Shares are subject to forfeiture and vest to the members of the Advisory Board at the rate of 1/4th of such shares (25,000 shares) per quarter, on each of September 27, 2014, December 27, 2014, March 27, 2015 and June 27, 2015 (the “Vesting Dates” and “Vesting Terms”), provided that such applicable Advisory Board member remains a member of the Advisory Board through such periods. Any unvested shares held by an Advisory Board member upon their removal, resignation or death will be forfeited back to the Company.
Brief biographical information of the Advisory Board members is provided below:
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Mr. Higgins is the Co-Chief Executive Officer of Mother Parker's Tea & Coffee Inc., one of the largest coffee and tea manufacturers in North America (“Mother Parker’s”). As described in greater detail in the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2014, filed with the Securities and Exchange Commission on June 16, 2014, effective May 20, 2014, we entered into a License Agreement with Mother Parker’s, pursuant to which we granted Mother Parker’s the exclusive right to manufacture, process, package, label, distribute and sell single serve hard capsules (which excludes single serve soft pods) on behalf of the Company in Canada, the United States of America and Mexico. A significant portion of the Company’s revenue comes from sales to and through Mother Parker’s. Additionally, as described in greater detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2014, the Company entered into a Subscription Agreement with Mother Parker’s in April 2014, pursuant to which Mother Parkers purchased 7,333,529 units from the Company for $2.5 million, each unit consisting of one share of the Company’s common stock; and one warrant to purchase one share of common stock at $0.51135 per share for a term of three years.
Mother Parker’s combines state-of-the-art technology and new product innovation with more than 100 years of quality and service excellence to deliver an exceptional beverage experience in mainstream and specialty coffee, tea, and complementary beverages.
We believe that Mr. Higgins is one of the beverage industry’s most experienced sales and marketing executives. He has worked in Mother Parker’s family-owned company for over 40 years, playing an instrumental role in building the company’s owned brands and customer relationships in both foodservice and retail channels. In addition, he plays a pivotal role in overseeing Mother Parker’s successful business partnerships with Trans Herbe, a herbal tea specialist and Qusac, a coffee decaffeination company; both as a Board Member and advisor.
Along with his brother and Co-Chief Executive Officer, Mr. Higgins has led the significant development of his company’s brands, including Mother Parkers coffee, Higgins & Burke™ tea, Martinson® coffee and cocoa, and Brown Gold coffee, as well as the private label tea and coffee brands of many of North America’s largest grocery and restaurant chains. Most recently under the Higgins’ leadership, Mother Parkers introduced breakthrough innovation with the launch of RealCup™ single-serve capsules featuring a patented non-woven filter, and EcoCup™, a new recyclable capsule that’s compatible with all K-cup® brewers.
As Co-Chief Executive Officers of Mother Parkers, Michael Higgins and his brother have earned the recognition of their peers and industry partners through several awards including the Golden Pencil from the Food Industry Association of Canada, the Successors Award for Canadian Business, and a Canadian Passion Capitalist recognition for having achieved sustainable success by creating “Passion Capital” amongst their employees. During the same period, Mother Parker’s was named one of Canada’s 50 Best Managed Private Companies for three successive years and received several prestigious awards including: Outstanding Large Business of the Year Award from the Mississauga Board of Trade; Best New Plant of the Year Award in the United States for the new Fort Worth production facility; the Mayor’s Global Business Award in Fort Worth, Texas; and a Family Enterprise of the Year award from the Canadian Association of Family Enterprise.
Mr. Higgins is currently a director of the Tea Council of Canada. He is also a past-president of the Tea & Coffee Association of Canada, a former member of the Board of Governors of St. Andrew’s College, and past chairman and director of St. Bernard’s Hospital.
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Mr. Schiano is the Principal at Business Solutions International (BSI), a consulting firm to Retailers, Equity Capital Managers, and Financial Analysts. He also serves as a board member for Furmano’s, a food service company, and Clemens Family Corporation, DBA Hatfield Quality Meats et al. Mr. Schiano is an Advisory Board Member for Four Seasons Produce and Board Member for Burle Industries.
Mr. Schiano has over 34 years of experience in the supermarket industry, having served as President/CEO for Giant Food Stores L.L.C. (a subsidiary of Royal Ahold N.V)(“Giant”), one of the leading supermarket chains in the United States with over 260 locations in six states. During Mr. Schiano’s tenure, Giant doubled its number of stores and nearly tripled its sales and operating earnings.
Mr. Schiano received a Lifetime Achievement Award from The Central Pennsylvania Chapter of Sales and Marketing Executives International (SMEI) for his record of accomplishment in sales and marketing in the business community.
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The Company plans to announce the formation of the Advisory Board and the appointment of the Advisory Board members via a press release on June 30, 2014, and a copy of such planned press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1*
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Press Release dated June 30, 2014
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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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Jammin Java Corp.
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Date: June 27, 2014
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By:
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/s/ Anh Tran
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Anh Tran
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President
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1*
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Press Release dated June 30, 2014
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Exhibit 99.1
Marley Coffee Establishes Board of Advisors and Appoints Michael Higgins and Anthony Schiano as First Two Board Members
Advisory Board to Provide Strategic Guidance to Board of Directors
Higgins’ and Schiano’s Industry Experience Adds Strength to Advisory Board
DENVER – June 30, 2014 -- Jammin Java Corp., d/b/a Marley Coffee (OTCQB:JAMN) (www.marleycoffee.com), the sustainably grown, ethically farmed and artisan-roasted gourmet coffee company, has established a Board of Advisors and appointed Michael Higgins, Co-CEO of Mother Parkers Tea & Coffee and Anthony Schiano, Principal at Business Solutions International, as the first two Advisory Board members, effective immediately.
The role of the Board of Advisors will be to provide strategic guidance, independent advice and recommendations to the Board of Directors of Marley Coffee on the organization, fundraising, plan of operations, proposed joint ventures and partnerships, governance, marketing and expansion of the Company and its products and services. The Advisory Board will convene on a quarterly basis. As the Company grows, it plans to expand its Advisory Board with other leading industry executives.
Michael Higgins is the Co-CEO of Mother Parkers Tea & Coffee Inc., the largest independent roaster in North America, which recently entered into a strategic investment transaction with Marley Coffee for a total of up to $8.25 million in funding. Mr. Higgins received his seat on the Board of Advisors as a result of this transaction. He is one of the beverage industry’s most experienced sales and marketing executives. He has worked in the family-owned company for more than 40 years, playing an instrumental role in building its owned brands, business partnerships and customer relationships in both foodservice and retail channels, as well as the private label tea and coffee brands of many of North America’s largest grocery and restaurant chains. Mr. Higgins is a director of the Tea Council of Canada and a past president of the Tea & Coffee Association of Canada.
Anthony Schiano is the Principal at BSI (Business Solutions International), a consulting firm to retailers, equity capital managers and financial analysts. He also serves as a Board member for Furmano’s, a food service company, and Clemens Family Corporation, DBA Hatfield Quality Meats et al. Mr. Schiano is an Advisory Board member for Four Seasons Produce and Board member for Burle Industries. Mr. Schiano has more than 34 years of experience in the supermarket industry, having served as President/CEO for Giant Food Stores L.L.C. (a subsidiary of Royal Ahold N.V.), one of the leading supermarket chains in the U.S. with more than 260 locations in six states. During Mr. Schiano’s tenure, Giant doubled its number of stores and nearly tripled its sales and operating earnings. He received a bachelor’s degree in economics and psychology from Boston College.
Mr. Higgins said, “Mother Parkers has made a significant investment in Marley Coffee because we believe in its strong potential for growth in the next few years. As a member of the Board of Advisors, I hope to help guide the Company toward that success.”
Mr. Schiano commented, “Over my decades of experience in the supermarket industry, I have come to appreciate the role of innovation and strong brand recognition as two major keys to success. I believe that Marley Coffee is excelling in both of these areas and am enthusiastic about guiding its future growth as an Advisory Board member.”
Brent Toevs, CEO of Marley Coffee, said, “Michael Higgins and Tony Schiano have vast experience in the food and beverage industry, and we are honored to have them serve as the inaugural members of our new Board of Advisors. As the head of Mother Parkers, Michael has already demonstrated his faith in Marley Coffee via our strategic investment transaction, and we are glad to receive his guidance as an Advisory Board member. Likewise, as we look to expand our presence in grocery stores across the U.S., an industry veteran like Tony will propel us to our next phase of growth over the coming years with his valuable insights.”
About Jammin Java Corp., d/b/a Marley Coffee
Marley Coffee (corporate name Jammin Java Corp.) is a US-based company that provides premium, artisan roasted coffee to the grocery, retail, online, service, hospitality, office coffee service and big box store industry. Under its exclusive licensing agreement with 56 Hope Road, the Company continues to develop its coffee lines under the Marley Coffee brand. The Company is a fully reporting company quoted on the OTCQB under the symbol "JAMN". Learn more at www.MarleyCoffee.com or visit the Investor Relations section at Investor.MarleyCoffee.com.
Join us on Facebook at http://www.facebook.com/MarleyCoffee, or follow us on Twitter at http://twitter.com/marleycoffee, where we post information that's material and non-material about the Company.
Forward-Looking Statement
This Press Release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Acts"). In particular, the words "believe," "may," "could," "should," "expect," "anticipate," "estimate," "project," "propose," "plan," "intend," and similar conditional words and expressions are intended to identify forward-looking statements and are subject to the safe harbor created by these Acts. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission ("SEC"), including but not limited to, our Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. Actual results may differ from anticipated results sometimes materially, and reported results should not be considered an indication of future performance. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the Company. The Company's SEC filings are available at http://www.sec.gov.
Contact:
Marley Coffee
303-396-1756
Dian Griesel Int'l.
212-825-3210
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