- Current report filing (8-K)
16 September 2009 - 6:35AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on September 15, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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):
September 14, 2009
B&G Foods, Inc.
(Exact name of
Registrant as specified in its charter)
Delaware
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001-32316
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13-3918742
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(State or Other
Jurisdiction
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(Commission
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(IRS Employer
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of
Incorporation)
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File Number)
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Identification
No.)
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Four
Gatehall Drive, Suite 110, Parsippany, New Jersey
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07054
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone
number, including area code: (
973) 401-6500
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:
¨
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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.
Item 8.01. Other Events.
On September 14,
2009, B&G Foods issued a press release announcing the pricing of our public
offering of 10,000,000 shares of our Class A common stock at a price of $8.00
per share. The offering is expected to
close on or about September 18, 2009.
B&G
Foods Class A common stock is listed on the New York Stock Exchange under the
symbol BGS and trades separately from B&G Foods Enhanced Income
Securities (EISs), which are listed on the New York Stock Exchange under the
symbol BGF.
The
shares will be issued pursuant to B&G Foods effective shelf registration
statement on Form S-3 (File No. 333-160425), filed with the Securities and
Exchange Commission on July 2, 2009 and prospectus supplement, dated September
14, 2009, filed with the Securities and Exchange Commission on September 15,
2009 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
In
connection with the offering, B&G Foods has entered into an underwriting
agreement, dated as of September 14, 2009, with Credit Suisse Securities (USA)
LLC, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives for the several underwriters named therein,
relating to the issuance and sale to the underwriters of 10,000,000 shares of our
Class A common stock at a purchase price per share of $8.00, less underwriting
discounts and commissions. Pursuant to
the underwriting agreement, B&G Foods has also granted to the underwriters
an option for a period of 30 days to purchase up to an additional 1,500,000
shares of Class A common stock.
After
deducting underwriting discounts and commissions, B&G Foods will receive
proceeds of $75.6 million, or $86.9 million if the underwriters exercise in
full their option to purchase additional shares. B&G Foods expects to use the proceeds of
the offering, after deducting other offering expenses, for general corporate
purposes, which may include, among other things, the future repayment or
retirement of a portion of B&G Foods long-term debt, including, without
limitation, its 8% senior notes due 2011 or its 12% senior subordinated notes
due 2016.
The
underwriting agreement contains customary representations and warranties,
closing conditions and indemnification obligations. A copy of the underwriting agreement is filed
as Exhibit 1.1 to this report and is incorporated herein by reference.
A copy
of the press release announcing the pricing of the public offering is attached
to this report as Exhibit 99.1 and is incorporated herein by reference.
A copy
of the legal opinion of Dechert LLP, relating to the validity of the shares to
be issued in the public offering, is filed as Exhibit 5.1 to this report and is
filed with reference to, and is hereby incorporated by reference into, the
registration statement referred to above.
2
Item
9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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1.1
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Underwriting Agreement,
dated as of September 14, 2009, between B&G Foods, Inc. and Credit
Suisse Securities (USA) LLC
, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated
, as Representatives of the Several Underwriters
Named in Schedule A thereto.
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5.1
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Opinion of Dechert
LLP
, dated September 15,
2009
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23.1
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Consent of Dechert
LLP
(included in
Exhibit 5.1)
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99.1
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Press Release dated
September 14, 2009
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3
SIGNATURE
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.
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B&G FOODS, INC.
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Dated:
September 15, 2009
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By:
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/s/ Scott E. Lerner
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Scott E. Lerner
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Executive Vice
President, General Counsel, Secretary and Chief Compliance Officer
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4
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