Jamba Juice 2006 Annual Report Download - page 2

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer oAccelerated filer oNon-accelerated filer 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No o
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any
person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold on
December 30, 2005 was $123,165,000.
As of March 24, 2006, the registrant had 21,000,000 shares of common stock outstanding.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

NONE

This 10-K was prepared and relates to the Company as of December 31, 2005. Since that date there has been a  in which the Company
has entered into a merger agreement on March 10, 2006 with Jamba Juice Company. An announcement of the merger was made on Monday, March 13, 2006,
2006 and the required 8-K filing, including all related exhibits, was submitted on March 16, 2006. On March 22, 2006 the Company filed an 8-K
announcing that Jamba Juice Company shareholders had approved the merger. An excerpt of the two 8-K filings is provided below
When reading this 10-K, please note that all references are to the Company as is existed prior to the March 10, 2006 merger agreement. Whether or not the
merger is consummated may have a material impact on the company. Disclosures related to such impact will be filed in the Company’s proxy filing soliciting
shareholder approval.
Excerpts from March 16, 2006 8-K filing –
On March 10, 2006, Services Acquisition Corp. International (“SVI”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with JJC
Acquisition Company (“JJC”), a wholly-owned California corporate subsidiary of SVI, and Jamba Juice Company, a California corporation (“Jamba Juice”),
pursuant to which JJC will merge into Jamba Juice and Jamba Juice will become a wholly-owned subsidiary of SVI. Following completion of the merger, it is
anticipated that SVI will change its name to Jamba, Inc. Because SVI will have no other operating business following the merger, Jamba Juice will effectively
become a public company at the conclusion of the merger. Jamba Juice is headquartered in San Francisco, California. Jamba Juice currently has 533
locations, 324 company-owned and 209 franchised, operating in 26 states, the District of Columbia and the Bahamas.
The Merger Agreement provides that at the closing of the merger, the Jamba Juice shareholders will be paid an aggregate of $265,000,000, less
$16,000,000 for certain existing indebtedness and the amount of certain transaction related expenses, in cash, for all of the outstanding capital stock of Jamba
Juice and the value of all shares of Jamba Juice capital stock issuable upon exercise of all “in-the-money” vested and unvested options and warrants of Jamba
Juice, subject to the option holders and warrant holders, in certain instances, having the right to exchange their respective options and warrants into options
and warrants of SVI, as further described below. A portion of the purchase price will be funded with cash currently being held in the trust fund established in
connection with SVI’s initial public offering and the balance of the purchase price will be funded from the proceeds of a private placement financing, as
discussed herein, that is expected to be completed simultaneously with the merger with Jamba Juice.
The Merger Agreement contains representations and warranties of each of SVI and Jamba Juice, as applicable, relating to, among other things, (a)
proper corporate organization and similar corporate matters, (b) capitalization, (c) the authorization, performance and enforceability of the Merger Agreement,
(d) licenses and permits, (e) taxes, (f) absence of undisclosed liabilities, (g) holding of leases and ownership of other properties, (h) material contracts, (i) title
and condition of assets, (j) absence of certain changes, (k) employee and employee benefits matters, (l) compliance with applicable laws, (m) absence of
litigation, (n) environmental matters, (o) franchise matters and (p) insurance.
Each of SVI and Jamba Juice has agreed to continue to operate its business in the ordinary course prior to the closing of the merger and additional
material covenants include that (i) each party shall obtain all necessary approvals, including stockholder and governmental approvals; (ii) each party shall
protect confidential information and maintain the confidentiality of the other’s proprietary information; and (iii) until termination of the Merger Agreement
(except as discussed below), not to solicit or accept an alternative Acquisition Proposal, as such term is defined in the Merger Agreement.
The Merger Agreement also provides that if Jamba Juice terminates the Merger Agreement either because the board of directors of Jamba Juice
recommends a superior Acquisition Proposal (as such term is defined in the Merger Agreement), the stockholders of Jamba Juice vote against the merger or the