Einstein Bros 2004 Annual Report Download - page 12

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http://www.sec.gov/Archives/edgar/data/949373/000104746905006202/a2153240z10-k.htm[9/11/2014 10:13:29 AM]
member of our board of directors. On January 13, 2005, the parties resolved the litigation. The resolution of this issue did not have a material
adverse effect on our consolidated financial condition or results of operations.
On June 4, 2003, R. Ramin Kamfar, our former Chairman of the Board and Chief Executive Officer, filed an action in the United States
District Court for the Southern District of New York against us and Anthony D. Wedo, our former Chairman and Chief Executive Officer, alleging
breach of contract, defamation, declaratory relief and punitive damages. On February 10, 2005, the case was dismissed with prejudice and the
parties have resolved this litigation. The resolution of this issue did not have a material adverse effect on our consolidated financial condition or
results of operations.
On September 14, 2004, Atlantic Mutual Insurance Company brought an action in the Superior Court of New Jersey Law Division: Morris
County, Docket No. MRS-L-2463-04 against the Company, Wedo, Nimmo, Novack, Kamfar, Lexington Insurance Company, and XL Specialty
Insurance Company seeking declaratory judgment on insurance coverage issues in the Novack litigation and the Kamfar litigation described above.
The parties have filed answers and cross-claims, and Mr. Kamfar has filed a
13
motion for partial summary judgment claiming advancement for expenses for which he claims the Company is required to indemnify him. At this
time, we can not predict the outcome of this matter and there can be no assurance that we will prevail in this matter, that a determination will be
made that we have insurance coverage for expenses that we have already incurred, or that damages or other relief will not be awarded against us.
Investigations
On April 3, 2002, the Securities and Exchange Commission notified us that the Commission was conducting an investigation into the
resignation of our former Chairman, R. Ramin Kamfar, and the termination for cause of our former Chief Financial Officer, Jerold Novack, and the
delay in filing our Form 10-K for 2001. We have cooperated fully with the investigation as well as with a Department of Justice inquiry relating to
these issues. Further, several of the former and present officers and directors have requested that, under applicable law and our by-laws, we
advance reasonable legal expenses on their respective behalves to the extent any of them is or has been requested to provide information to the
Commission in connection with its investigation. We have advanced certain expenses in connection with these claims. At this time, it is not
possible to reasonably estimate the loss or range of loss, if any.
Other Litigation
On February 23, 2000, New World Coffee of Forest Hills, Inc., a franchisee, filed a demand for arbitration with the American Arbitration
Association against us alleging fraudulent inducement and violations of New York General Business Law Article 33. In August 2004, this matter
was resolved. The resolution of this issue did not have a material adverse effect on our consolidated financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted to a vote of security holders in the fourth quarter of the fiscal year ended December 28, 2004.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is quoted on the Pink Sheets OTC market under the symbol "NWRG.PK". The following table sets forth the high and low
bid information for our common stock for each fiscal quarter during the periods indicated. Bid information quoted reflects inter-dealer prices
without retail mark-up, markdown or commission and may not necessarily represent actual transactions. All share prices have been adjusted for the
stock split which occurred in the third quarter of 2003.
Year ended December 28, 2004:
High
Low
First Quarter (From December 31, 2003 to March 30, 2004) $ 8.00 $ 3.00