Jamba Juice 2006 Annual Report Download
Download and view the complete annual report
Please find the complete 2006 Jamba Juice annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
 |
 |
oo
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
Securities registered pursuant to section 12(b) of the Act:
Units, each consisting of one share of Common Stock, $0.001 par value,
and One Warrant
American Stock Exchange
Common Stocks, $0.001 par value American Stock Exchange
Warrants to Purchase Common Stock American Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter p eriod that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o
Table of contents
-
Page 1
... Olas Boulevard, Suite 1140 Fort Lauderdale, Florida 33301 (Address of principal executive offices) Registrant's telephone number, including area code: (954) 713-1165 33301 (Zip Code) Securities registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which... -
Page 2
... 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... -
Page 3
...its assets or (ii) 2 a sale of stock, merger, reorganization or other transaction that results in transfer of ownership of more than fifty percent of the capital stock of Jamba Juice outstanding on the date of termination of the merger agreement, then Jamba Juice shall promptly pay to SVI a fee in... -
Page 4
... a period of time. Excerpts from March 22, 2006 8-K filing - On March 22, 2006, Services Acquisition Corp. International ("SVI") issued a press release announcing that Jamba Juice Company's shareholders approved the previously announced merger with SVI. Jamba Juice Company's Board of Directors had... -
Page 5
... better service and value at a cheaper "all-in" cost than customers could provide by themselves. We believe that businesses that leverage scale generally have a fixed cost base, underlying technology platform, brand name, corporate organizational structure or other similar operating characteristic... -
Page 6
...pay any of our existing officers, directors or stockholders or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination. In addition, none of our officers, directors, special... -
Page 7
...capital available to otherwise complete a business combination. However, we will not pay any finders or consulting fees to our officers, directors or initial stockholders, or any of their respective affiliates, for services rendered to or in connection with a business combination. Fair Market Value... -
Page 8
... of directors have agreed pursuant to agreements with us and Broadband Capital Management LLC, if we liquidate prior to the consummation of a business combination, they will be personally liable to pay debts and obligations to vendors that are owed money by us for services rendered or products sold... -
Page 9
... that, subsequent to a business combination, we will have the resources or ability to compete effectively. Employees We have three officers, all of whom are also members of our board of directors. These individuals are not obligated to contribute any specific number of hours per week and intend to... -
Page 10
... subject to competition from these and other companies seeking to consummate a business plan similar to ours which will, as a result, increase demand for privately-held companies to combine with companies structured similarly to ours. Further, the fact that only a small number of such companies have... -
Page 11
...our present officers and directors; and • may adversely affect prevailing market prices for our common stock. Similarly, if we issued debt securities, it could result in: • default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our... -
Page 12
... shares upon our liquidation upon our failure to complete a business combination. Additionally, our officers and directors purchased warrants in the open market following the initial public offering. The shares and warrants owned by our officers and directors and their affiliates will be worthless... -
Page 13
...business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates... -
Page 14
... by our officers and directors on our behalf will generally not be subject to "independent" review. Each of our directors owns shares of our common stock and, although no salary or other compensation will be paid to them for services rendered prior to or in connection with a business combination... -
Page 15
..., Fort Lauderdale, Florida 33301. The cost for this space provided by SB Management Corp., a corporation solely owned by Steven Berrard, our Chairman and Chief Executive Officer, is approximately $4,875 per month and includes certain other additional services provided by SB Management Corp. pursuant... -
Page 16
... were paid with respect to such sales. On March 31, 2005, we sold an aggregate of 535,753 shares of our common stock to the individuals set forth below for $4,179 in cash, at an average purchase price of $.0078 per share, as follows: Number of Shares Name Cris V. Branden Richard L. Handley Robert... -
Page 17
...other additional services from SB Management Corp., an affiliate of Steven R. Berrard, our chairman of the board and chief executive officer, and a fee of $2,625 per month for general and administrative services including secretarial support from Mercantile Companies, Inc., an affiliate of I. Steven... -
Page 18
... to discuss with them our company, the background of our management and our combination preferences. In the course of these discussions, we have also spent time explaining the capital structure of the initial public offering, the combination approval process, and the timeline under which we are... -
Page 19
...Principal of Mercantile Capital Group and a Managing Director of the Chicago Office. Mr. Edelson has been a principal of Mercantile Capital Markets, which manages MCG, from 1997 to the present. The firm's investment activities include private equity, direct investments in public companies, mezzanine... -
Page 20
... has been a principal of Mercantile Capital Group and Managing Director of the New York office. Mr. Kramer brings over twenty years of investment experience in both the public and private capital markets. He started his career with Allen and Company, a private equity firm, and recently served as... -
Page 21
... a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and the rules of the American Stock Exchange. Item 11. Executive Compensation None of our executive officers have received any compensation for services rendered... -
Page 22
... address for this individual is 660 Madison Avenue, 20 th Floor, New York, New York 10021. The foregoing information was derived from a Schedule 13G, as filed with the Securities and Exchange Commission on February 3, 2006. (5) Mr. Berrard is our Chairman of the Board and Chief Executive Officer... -
Page 23
... Blvd, Suite 1500, Fort Lauderdale, Florida 33301. All of our shares of common stock outstanding prior to the effective date of our initial public offering, or the pre-public offering shares, were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, and shall remain in... -
Page 24
...financial accounting and/or reporting standards. 2. Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to... -
Page 25
... Trust Agreement between Continental Stock Transfer & Trust Company and the Company.* Form of Stock Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and the Initial Stockholders.* Services Agreement with SB Management Co.* Promissory Note, dated January 26, 2005... -
Page 26
... 27, 2006 Director /s/ Cris V. Branden Cris V. Branden March 27, 2006 35 INDEX TO FINTNCITL STTTEMENTS TND SCHEDULES Services Tcquisition Corp. International (a corporation in the development stage) Report of Independent Registered Public Tccounting Firm Financial statements Balance Sheet as... -
Page 27
... the period from January 6, 2005 (inception) to December 31, 2005, in conformity with U.S. generally accepted accounting principles. /s/ Rothstein, Kass & Company, P.C. Roseland, New Jersey March 23, 2006 37 SERVICES TCQUISITION CORP. INTERNTTIONTL (a corporation in the development stage) BTLTNCE... -
Page 28
...SERVICES TCQUISITION CORP. INTERNTTIONTL (a corporation in the development stage) STTTEMENT OF OPERTTIONS For the Period January 6, 2005 (inception) to December 31, 2005 Interest income Formation and operating costs Interest expense Net income before income taxes Provision for state income taxes... -
Page 29
... accounting policies Nature of Operations Services Acquisition Corp. International (the "Company") was incorporated in Delaware on January 6, 2005 as a blank check company whose objective is to acquire through a merger, capital stock exchange, asset acquisition or other similar business combination... -
Page 30
... the Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Offering discussed in Note 3.) Cash Equivalents The Company considers all highly liquid money market investments to be cash equivalents. Common Stock In March 2005, the Board of Directors of... -
Page 31
... in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated... -
Page 32
... for a one-year period (including the foregoing 180-day period) following the date of this prospectus. However, the option may be transferred to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The aggregate fair value of these units is... -
Page 33
... time to time by the Board of Directors. 7. Subsequent Events On March 13, 2006, the Company, Services Acquisition Corp. International ("SVI") and JJC Acquisition Company ("JJC"), a wholly-owned California corporate subsidiary of SVI, and Jamba Juice Company, a California corporation ("Jamba Juice... -
Page 34
... information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 27, 2006 /s/ STEVEN R. BERRARD Name: Steven R. Berrard Title: Chief Executive Officer -
Page 35
...to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 27, 2006 /s/ STEVEN R. BERRARD Name: Steven... -
Page 36
... States Code), each of the undersigned officers of Services Acquisition Corp. International, a Delaware corporation (the xCompany"), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 10-K for the year ended December 31, 2005 (the xForm 10-K") of the Company fully...