- Current report filing (8-K)
25 September 2009 - 1:13AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on September 24, 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 24, 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 8.01. Other Events.
On September 24,
2009, B&G Foods issued a press release announcing that we closed the sale
of an additional 1,500,000 shares of our Class A common stock at $8.00 per
share, pursuant to the over-allotment option exercised in full by the
underwriters in connection with our public offering that closed on September 18,
2009.
The
exercise of the over-allotment option brings the total number of shares of Class A
common stock sold by B&G Foods in the public offering to 11,500,000. The aggregate proceeds of the offering, after
deducting underwriting discounts and commissions, were $86.9 million. 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, our 8% senior notes due 2011 or our 12% senior subordinated
notes due 2016.
A copy
of the press release announcing the closing of the offering is attached to this
report as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated September 24,
2009
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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 24, 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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