UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
No.)
Filed by the Registrant
[X]
Filed by a Party other than
the Registrant [ ]
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the
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Commission Only (as permitted
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by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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[X]
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Soliciting Material Under Rule 14a-12
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KRISPY KREME DOUGHNUTS,
INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment of Filing Fee (Check the appropriate
box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction
applies:
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2)
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Aggregate number of securities to which transaction
applies:
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3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary
materials:
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Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule
and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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This Schedule 14A filing
consists of the following documents relating to the proposed acquisition of
Krispy Kreme Doughnuts, Inc. (the “
Company
”) pursuant to the
terms of an Agreement and Plan of Merger, dated May 8, 2016, by and among the
Company, Cotton Parent, Inc., a Delaware corporation, Cotton Merger Sub Inc., a
North Carolina corporation and a wholly-owned subsidiary of Parent, and JAB
Holdings B.V., a private limited liability company incorporated under the laws
of the Netherlands:
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(1)
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Memorandum dated May
9, 2016 from Tony Thompson, President and Chief Executive Officer of the
Company, to Employees
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(2)
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Memorandum dated May
9, 2016 from Tony Thompson and James H. Morgan, Chairman of the Company’s
Board of Directors, to Employees
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The Company distributed the
foregoing materials (collectively referred to below as the “
Communications Materials
”) beginning May 9, 2016.
FORWARD LOOKING
STATEMENTS
This communication and the
Communications Materials contain “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. We intend for these
forward-looking statements to be covered by the safe harbor provisions of the
federal securities laws relating to forward-looking statements. Forward-looking
statements are based on management’s beliefs, assumptions and expectations
concerning the proposed transaction involving the Company and JAB Beech Inc.
(the “transaction”), including statements relating to regulatory approvals and
the expected timing, completion and effects of the proposed merger and other
future events and the transaction’s potential effects on the Company, including,
but not limited to, statements relating to anticipated financial and operating
results, the companies’ plans, objectives, expectations and intentions, cost
savings, and other statements. Forward-looking statements involve risks and
uncertainties that may cause our actual results, performance or financial
condition to differ materially from the expectations of future results,
performance or financial condition we express or imply in any forward-looking
statements. Forward looking statements often contain words such as “believe,”
“may,” “forecast,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,”
“expect,” “intend,” “objective,” “seek,” “strive” or similar words, or the
negative of these words. Actual results may differ materially from the results
anticipated in these forward looking statements due to various factors,
including, without limitation: the ability to obtain the approval of the
transaction by the Company’s shareholders; the ability to obtain governmental
approvals of the transaction or to satisfy other conditions to the transaction
on the proposed terms and timeframe; the possibility that the transaction does
not close when expected or at all, or that the companies may be required to
modify aspects of the transaction to achieve regulatory approval; the outcome of
pending or future litigation; the quality of Company and franchise store
operations and changes in sales volume; risks associated with the use and
implementation of information technology; our ability, and our dependence on the
ability of our franchisees, to execute on our and their business plans; our
relationships with our franchisees; actions by franchisees that could harm our
business; our ability to implement our domestic and international growth
strategy; our ability to implement and operate our domestic shop model;
political, economic, currency and other risks associated with our international
operations; the price and availability of raw materials needed to produce
doughnut mixes and other ingredients, and the price of motor fuel; our
relationships with wholesale customers; reliance on third parties in many
aspects of our business; our ability to protect our trademarks and trade
secrets; changes in customer preferences and perceptions; risks associated with
competition; risks related to the food service industry, including food safety
and protection of personal information; compliance with government regulations
relating to food products and franchising; and increased costs or other effects
of new government regulations; and other risks and uncertainties. These and
other risks and uncertainties, which are described in more detail in the
Company’s most recent Annual Report on Form 10-K and other reports and
statements filed with the United States Securities and Exchange Commission
(“SEC”), are difficult to predict, involve uncertainties that may materially
affect actual results and may be beyond the Company’s control. New factors
emerge from time to time, and it is not possible for management to predict all
such factors or to assess the impact of each such factor on the Company. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made. Investors, potential investors and others are
urged to carefully consider all such factors and are cautioned not to place
undue reliance on these forward-looking statements.
ADDITIONAL INFORMATION
AND WHERE TO FIND IT
This communication and the
Communication Materials do not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication and the Communication Materials relate to a
proposed acquisition of the Company by JAB Beech Inc. In connection with this
proposed acquisition, the Company may file one or more proxy statements or other
documents with the SEC. This communication is not a substitute for any proxy
statement or other document the Company may file with the SEC in connection with
the proposed transaction. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and
when available) will be mailed to shareholders of the Company. Investors and
shareholders will be able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by the Company through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by the Company will be available free of charge on the
Company’s internet website at
www.krispykreme.com
or by
contacting the Company’s corporate secretary’s office at 370 Knollwood Street,
Winston-Salem, N.C. 27103 or by calling (336) 726-8876.
Participants in
Solicitation
The Company, its directors
and certain of its executive officers may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in such solicitation in connection with the proposed merger will be
set forth in the proxy statement if and when it is
filed with the SEC. Information about the
directors and executive officers of the Company is set forth in the Company’s
most recent Annual Report on Form 10-K and other reports and statements filed
with the SEC, including the Company’s proxy statement for its 2016 annual
meeting of shareholders, which was filed with the SEC on May 5, 2016, the
Company’s Quarterly Report on Form 10-Q and the Company’s Current Reports on
Form 8-K.
These documents can be
obtained free of charge from the sources indicated above. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be filed with
the SEC when they become available.
(1)
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TO:
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All Team
Members
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FROM:
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Tony
Thompson
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DATE:
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May 9,
2016
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RE:
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Acquisition of
Krispy Kreme Doughnuts, Inc.
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It was announced this morning that the
Company is being acquired by JAB Holding Company, a privately held group focused
on long-term investments in premium companies such as Keurig Green Mountain,
Peet's Coffee & Tea, Caribou Coffee Company, and Einstein Noah Restaurant
Group. Please see the attached press release for more information.
While this likely is surprising news to
many of you, our Board of Directors and the senior management team consider it
to be very good news for the future of our iconic brand! We will continue to
operate as an independent company and, with the support of the JAB group, we
feel that the Company will be much better positioned to achieve the full
potential of our great brand.
We will have an All Team Member meeting
at 10 a.m. this morning at Centre Park to give you further details and allow you
the opportunity to ask questions.
Forward Looking Statements and
Investor Information
This communication
contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 which represent the current
expectations and beliefs of management of the Company concerning the proposed
transaction involving the Company and JAB Beech Inc. (the “transaction”) and
other future events and their potential effects on the Company. Such statements
are based upon the current beliefs and expectations of the Company’s management,
and readers should not place undue reliance on them as such statements speak
only as of the date hereof, are not guarantees of future results and are subject
to a significant number of risks and uncertainties. In some cases,
forward-looking statements may be identified by the use of forward-looking terms
such as “may,” “will,” “should,” “believe,” and other similar terms. These
forward-looking statements are inherently subject to significant business,
economic and competitive uncertainties and contingencies and risks relating to
the transaction, many of which are beyond the Company’s control. Actual results
could differ materially from those contained in forward-looking statements.
Factors that could cause actual results to differ materially from those
contained in any forward-looking statement include, among others, satisfaction
or waiver of closing conditions to the proposed transaction and those risks
described in the Company’s most recent Annual Report on Form 10-K and
subsequently filed reports with the SEC.
In connection with the proposed
transaction, the Company will file with the Securities and Exchange Commission
(the “SEC”) a proxy statement of the Company. The Company plans to mail the
definitive proxy statement and related form of proxy to its shareholders in
connection with the proposed transaction. INVESTORS AND SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, KKDI, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to
obtain free copies of the proxy statement and other documents filed with the SEC
by the Company through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders will be able to obtain free copies of the
definitive proxy statement and other documents filed by the Company with the SEC
by contacting the Company’s corporate secretary’s office at 370 Knollwood
Street, Winston-Salem, N.C., 27103 or by calling (336) 726-8876 or at the
Company’s website, www.krispykreme.com. The Company and its directors and
officers may, under the rules of the SEC, be considered participants in the
solicitation of proxies from the Company’s shareholders in connection with the
proposed transaction. Information about the Company’s directors and executive
officers and their ownership of the Company’s common stock is set forth in the
Company’s most recent Annual Report on Form 10-K and other reports and
statements filed with the SEC, including the Company’s proxy statement for its
2016 annual meeting of shareholders, which was filed with the SEC on May 5,
2016, the Company’s Quarterly Reports on Form 10-Q and the Company’s Current
Reports on Form 8-K. Additional information regarding the interests of the
Company’s directors and executive officers in the proposed transaction, which
may be different than those of the Company’s shareholders generally, will be set
forth in the proxy statement and other relevant documents regarding the proposed
transaction, when filed with the SEC.
(2)
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TO:
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All Team
Members
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FROM:
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Tony
Thompson
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Jim
Morgan
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DATE:
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May 9,
2016
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RE:
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Acquisition of
Krispy Kreme Doughnuts, Inc.
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On the heels of this morning’s
announcement and all team member meeting, we thought it would be helpful to
reiterate a few important points.
First, this is a very positive
development for the future of our great, iconic brand. With JAB Holding’s
backing, we will be better positioned to make decisions that are in the best
long-term interest of our company, franchisees and customers, and expand our
global footprint.
This decision was not taken lightly.
Our Board of Directors and senior management team spent a great deal of time
evaluating the offer, and thoroughly vetting JAB. We were impressed that they
were interested in investing not only in our business but in our people and our
great culture. As a result, we concluded this opportunity was best for the
future of our Company, our shareholders, and our team members. You may rest
assured that the two of us had our appreciation for and our commitment to each
of you in the forefront of our minds throughout the process.
Understanding the need to preserve our
heritage and values, no changes to the structure or day-to-day operations of the
business are planned as a result of this acquisition. While we can't promise
there won't be changes in the future as we constantly evaluate our overall
business and strategy, we feel confident that, with the backing of JAB, we are
well-positioned to achieve our long term objectives. In other words, it’s
business-as-usual at
Krispy
Kreme.
You have played a vital role in
building upon the great history of our Company, and we are counting on each of
you to help lead us into the next chapter. Thank you for your continued hard
work and dedication to our iconic brand. Today, as a result of this acquisition,
we are a stronger company with a very bright future.
Forward Looking Statements and
Investor Information
This communication
contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 which represent the current
expectations and beliefs of management of the Company concerning the proposed
transaction involving the Company and JAB Beech Inc. (the “transaction”) and
other future events and their potential effects on the Company. Such statements
are based upon the current beliefs and expectations of the Company’s management,
and readers should not place undue reliance on them as such statements speak
only as of the date hereof, are not guarantees of future results and are subject
to a significant number of risks and uncertainties. In some cases,
forward-looking statements may be identified by the use of forward-looking terms
such as “may,” “will,” “should,” “believe,” and other similar terms. These
forward-looking statements are inherently subject to significant business,
economic and competitive uncertainties and contingencies and risks relating to
the transaction, many of which are beyond the Company’s control. Actual results
could differ materially from those contained in forward-looking statements.
Factors that could cause actual results to differ materially from those
contained in any forward-looking statement include, among others, satisfaction
or waiver of closing conditions to the proposed transaction and those risks
described in the Company’s most recent Annual Report on Form 10-K and
subsequently filed reports with the SEC.
In connection with the proposed
transaction, the Company will file with the Securities and Exchange Commission
(the “SEC”) a proxy statement of the Company. The Company plans to mail the
definitive proxy statement and related form of proxy to its shareholders in
connection with the proposed transaction. INVESTORS AND SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, KKDI, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to
obtain free copies of the proxy statement and other documents filed with the SEC
by the Company through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders will be able to obtain free copies of the
definitive proxy statement and other documents filed by the Company with the SEC
by contacting the Company’s corporate secretary’s office at 370 Knollwood
Street, Winston-Salem, N.C., 27103 or by calling (336) 726-8876 or at the
Company’s website, www.krispykreme.com. The Company and its directors and
officers may, under the rules of the SEC, be considered participants in the
solicitation of proxies from the Company’s shareholders in connection with the
proposed transaction. Information about the Company’s directors and executive
officers and their ownership of the Company’s common stock is set forth in the
Company’s most recent Annual Report on Form 10-K and other reports and
statements filed with the SEC, including the Company’s proxy statement for its
2016 annual meeting of shareholders, which was filed with the SEC on May 5,
2016, the Company’s Quarterly Reports on Form 10-Q and the Company’s Current
Reports on Form 8-K. Additional information regarding the interests of the
Company’s directors and executive officers in the proposed transaction, which
may be different than those of the Company’s shareholders generally, will be set
forth in the proxy statement and other relevant documents regarding the proposed
transaction, when filed with the SEC.
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