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): May 29, 2003
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PENNEXX FOODS, INC.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 000-31148 23-3008972
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(State or Other (Commission File (IRS Employer
Jurisdiction of Incorporation) Number) Identification No.)
5501 Tabor Avenue
Philadelphia, Pennsylvania 19120
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(Address of Principal (Zip Code)
Executive Offices)
(215) 743-4331
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits:
(c) Exhibits:
Exhibit No. Description:
10.1 Forbearance and Peaceful Possession Agreement between
Smithfield Foods, Inc. and Pennexx Foods, Inc., dated
as of May 29, 2003.
Item 9. Regulation FD Disclosure
As of May 29, 2003, Pennexx Foods, Inc. ("Pennexx") entered into a
Forbearance and Peaceful Possession Agreement (the "Forbearance Agreement") with
Smithfield Foods, Inc. ("Smithfield) which has been approved by the United
States District Court for the Eastern District of Pennsylvania. A copy of the
Forbearance Agreement is attached hereto as Exhibit 10.1.
The principal terms of the Forbearance Agreement are as follows: (1)
Smithfield will forebear from exercising any of its rights or remedies until
June 18, 2003; (2) Pennexx is required to pay Smithfield approximately $13.0
million on or before June 9, 2003 plus a per diem interest charge from and after
May 30, 2003 to retire all amounts owed to Smithfield; (3) Pennexx is required
to provide Smithfield with a release of its Guaranty of the Pennexx's Operating
Lease obligations on or before June 18, 2003; and (4) Pennexx has, for itself
and its shareholders and affiliates, released Smithfield from all obligations
and liabilities other than those set forth in the Forbearance Agreement.
If Pennexx performs its obligations under the Forbearance Agreement,
Smithfield will dismiss all actions against Pennexx, release all mortgages and
liens on Pennexx property, and provide Pennexx with a general release. If
Pennexx defaults under the Forbearance Agreement (including the failure to pay
the amounts required on June 9, 2003), it is required to grant Smithfield
immediate peaceable possession of all of the collateral which would, in effect,
terminate Pennexx's business.
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.
PENNEXX FOODS, INC.
(Registrant)
By: /s/ Michael D. Queen
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Date: June 2, 2003 Michael D. Queen, President
INDEX TO EXHIBITS
Exhibit
Number Description
10.1 Forbearance and Peaceful Possession Agreement between Smithfield Foods,
Inc. and Pennexx Foods, Inc., dated as of May 29, 2003