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) MARCH 8, 2004 ------------- CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES ------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE --------------------------------------------------- (State or other jurisdiction of incorporation) 0-8513 22-2058515 ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 62 BROADWAY, POINT PLEASANT BEACH, NEW JERSEY 08742 --------------------------------------------- ------------------------ (Address of principal executive office) (Zip Code) 732-295-0350 -------------------------------------------------------------- (Registrant's telephone number, including area code) FORM 8-K March 8, 2004 CHEFS INTERNATIONAL, INC. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On March 8, 2004, Chefs International, Inc. issued a press release announcing that a special committee of its Board of Directors had voted to reject an offer to purchase the common stock owned by its minority shareholders at a cash purchase price of $1.75 per share. The text of the press release is attached hereto as Exhibit 99.2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 99.2 Press Release issued by Chefs International, Inc. on March 8, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHEFS INTERNATIONAL, INC. ----------------------------------- (Registrant) Dated: MARCH 8, 2004 By: /s/Anthony Papalia ------------- ---------------------------------- Anthony Papalia, President