COFFEE HOLDING CO INC — Board/Management Information 2008

Apr 16, 2008

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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): April 10, 2008

| COFFEE
HOLDING CO., INC. |
| --- |
| (Exact
name of registrant as specified in its
charter) |

Nevada	001-32491	11-2238111
(State
or other jurisdiction	(Commission	(IRS
Employer
of
incorporation)	File
Number)	Identification
No.)

| 4401
First Avenue, Brooklyn, New York | 11232-0005 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code : (718) 832-0800

| Not
Applicable |
| --- |
| (Former
name or former address, if changed since last
report.) |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 11, 2008, Coffee Holding Co., Inc. (the “Company”) entered into an Amended and Restated Employment with Andrew Gordon as Chief Executive Officer and President of the Company and an Amended and Restated Employment Agreement with David Gordon as Executive Vice President - Operations of the Company (collectively the “Amended and Restated Employment Agreements”). The employment agreements were amended and restated for the sole purpose of bringing them into compliance with Section 409A of the Internal Revenue Code of 1986 .

The Amended and Restated Employment Agreements with Andrew Gordon and David Gordon are filed herewith as Exhibits 10.14 and 10.15, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished with this report:

| Exhibit
No. | Description |
| --- | --- |
| 10.14 | Amended
and Restated Employment Agreement by and among Coffee Holding Co.,
Inc.
and Andrew Gordon. |
| 10.15 | Amended
and Restated Employment Agreement by and among Coffee Holding Co.,
Inc.
and David Gordon. |

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.

| Dated:
April 11, 2008 | |
| --- | --- |
| By: | /s/Andrew
Gordon |
| Name: | Andrew Gordon |
| Title: | President
and Chief Executive Officer |

EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 10.14 | Amended
and Restated Employment Agreement by and among Coffee Holding Co.,
Inc.
and Andrew Gordon. |
| 10.15 | Amended
and Restated Employment Agreement by and among Coffee Holding Co.,
Inc.
and David Gordon. |