UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Coffee Holding Co., Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
192176 10 5
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(CUSIP Number)
Matthew Dyckman
Thacher Proffitt & Wood LLP
1700 Pennsylvania Ave., NW, Suite 800
Washington, DC 20006
(202) 347-8400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 2, 2005
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: |_|
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 192176 10 5 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Gordon
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
1,024,908
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,024,908
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,908
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
CUSIP No. 192176 10 5 13D Page 3 of 6 Pages
Item 1. Security and Issuer
The securities as to which this Schedule 13D (the "Schedule") relates
are shares of common stock, par value $.001 per share (the "Common Stock"), of
Coffee Holding Co., Inc., a Nevada corporation (the "Issuer"), whose principal
executive offices are located at 4401 First Avenue, Brooklyn, NY 11232.
Item 2. Identity and Background
(a) Name: Andrew Gordon
(b) Business Residence: 4401 First Avenue, Brooklyn, NY 11232
(c) Present Occupation: Mr. Gordon is the President, Chief Executive
Officer, Chief Financial Officer and Treasurer
of Coffee Holding Co., Inc.
(d) During the last five years, Mr. Gordon has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Gordon has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
Mr. Gordon was previously the beneficial owner of shares of common
stock of Coffee Holding Co., Inc., a New York corporation ("Old Coffee"). Mr.
Gordon acquired beneficial ownership of the securities that are the subject of
this Schedule in exchange for shares of common stock of Old Coffee, pursuant to
the merger of Old Coffee with and into Transpacific International Group Corp., a
Nevada corporation ("Transpacific"). Pursuant to the merger, which was effective
on April 16, 1998, each share of Old Coffee common stock issued and outstanding
prior to the effective time of the merger was converted into the right to
receive shares of common stock of Transpacific. Subsequent to the merger,
Transpacific changed its name to Coffee Holding Co., Inc. (the Issuer).
Item 4. Purpose of Transaction
Mr. Gordon now owns of record 1,024,908 shares of Common Stock for
personal investment and seeks to hold such securities for a sufficient period of
time in order to realize enhancement in their value. Mr. Gordon may from time to
time in the ordinary course sell such shares and/or purchase and/or sell
additional shares of Common Stock for personal investment.
CUSIP No. 192176 10 5 13D Page 4 of 6 Pages
Mr. Gordon has no other present plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) Mr. Gordon beneficially owns (with sole voting and dispositive
power) 1,024,908 shares of Common Stock, which represents approximately 19.3% of
the outstanding Common Shares of the Issuer.
(c) On May 2, 2005, Mr. Gordon gifted an aggregate of 14,500 shares
of Common Stock to certain employees of the Issuer.
(d) No person or entity other than Mr. Gordon has the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of the Issuer's Common Stock reported in this
Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In connection with the Issuer's initial public offering, Mr. Gordon has
entered into a Lock-up Agreement pursuant to which, for a period of nine months
after May 2, 2005, he has agreed not to sell, contract to sell, grant any option
for the sale of or otherwise dispose of any of the Issuer's equity securities,
or any securities convertible into or exercisable or exchangeable for the
Issuer's equity securities, other than through intra-family transfers or
transfers to trusts for estate planning purposes, without the written consent of
the underwriters.
CUSIP No. 192176 10 5 13D Page 5 of 6 Pages
Other than the foregoing, as of the date of this Schedule, Mr. Gordon
is not a party to any contract, arrangement, understanding or relationship
(legal or otherwise) with any other person or persons with respect to the Common
Stock, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material Required to Be Filed as Exhibits
None.
CUSIP No. 192176 10 5 13D Page 6 of 6 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Andrew Gordon
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Andrew Gordon
May 12, 2005