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):

September 23, 2015

 

 

 

Jamba, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32552   20-2122262

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(I.R.S. Employer

Identification No.)

 

6475 Christie Avenue, Suite 150, Emeryville, California 94608

(Address of principal executive offices)

 

Registrant's telephone number, including area code:

(510) 596-0100

 

 

 

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:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On September 23, 2015, Jamba Juice Company, a California corporation and wholly-owned subsidiary of Jamba, Inc. (the “Company”), completed the refranchising of a group of Company-owned stores located in Southern California as part of the Company’s refranchising initiative. In connection with the refranchising transaction, Jamba Juice Company transferred to RPM JAMBA #5, Inc. all machinery, equipment, computer hardware (including point of sale equipment), furniture, fixtures, tools, signs, other tangible personal property, all marketable inventory and all goodwill associated with the stores for a purchase price of $4,500,000 plus payment for cash on hand at each of the stores. RPM JAMBA #5, Inc. agreed to enter into the Company’s standard franchise agreement with a ten-year term in connection with entering into the transaction.

 

The accompanying unaudited pro forma condensed consolidated financial statements give effect to the disposition of the assets in the above referenced refranchising transaction and updates financial statements previously provided in the Company’s Forms 8-K filed on July 13, 2015 and August 3, 2015 and the Company’s Form 8-K/A filed on August 7, 2015.

 

Item 9.01. Financial Statements and Exhibits

 

(b)Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated financial statements of the Company, which reflect the disposition described in Item 2.01 and all prior disposals under the Company’s refranchising initiative are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

 

(d)Exhibits

 

99.1Unaudited pro forma condensed consolidated financial statements of the Company.

 

 

 

 

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.

 

  JAMBA, INC.
   
Date: September 29, 2015 By:

/s/ Karen L. Luey

   

Karen L. Luey

Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary