Form 8-K B&G Foods, Inc. For: Mar 15
As filed with the Securities and Exchange Commission on March 15, 2016
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): March 15, 2016
B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-32316 |
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13-3918742 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
Four Gatehall Drive, Parsippany, New Jersey |
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07054 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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 7.01. Regulation FD Disclosure.
On March 15, 2016, B&G Foods, Inc. issued a press release announcing that we have revised our financial guidance for fiscal 2016 to reflect the impact of the common stock offering completed by our company today. As a result of an additional 4.6 million shares of common stock outstanding following the offering, we revised our adjusted diluted earnings per share guidance from a range of $1.98 to $2.09 to a range of $1.90 to $2.00. There is no change to our net sales guidance of $1.38 billion to $1.42 billion and adjusted EBITDA guidance of $294.0 million to $304.0 million for fiscal 2016.
The information contained in the press release, which is attached to this report as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 7.01, Regulation FD Disclosure.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated March 15, 2016
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: March 15, 2016 |
By: |
/s/ Scott E. Lerner |
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Scott E. Lerner |
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Executive Vice President, |
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General Counsel and Secretary |
Exhibit 99.1
B&G Foods Updates EPS Guidance to Reflect Common Stock Offering
PARSIPPANY, N.J., March 15, 2016 B&G Foods, Inc. (NYSE: BGS) announced today that it has revised its financial guidance for fiscal 2016 to reflect the impact of the common stock offering completed by the Company today. As a result of an additional 4.6 million shares of common stock outstanding following the offering, the Company revised its adjusted diluted earnings per share guidance from a range of $1.98 to $2.09 to a range of $1.90 to $2.00. There is no change to the Companys net sales guidance of $1.38 billion to $1.42 billion and adjusted EBITDA guidance of $294.0 million to $304.0 million for fiscal 2016.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Based in Parsippany, New Jersey, B&G Foods products are marketed under many recognized brands, including Accent, B&G, B&M, Bakers Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Carys, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emerils, Grandmas Molasses, Green Giant, JJ Flats, Joan of Arc, Las Palmas, Le Sueur, MacDonalds, Mama Marys, Maple Grove Farms, Molly McButter, Mrs. Dash, New York Flatbreads, New York Style, Old London, Original Tings, Ortega, Pirates Booty, Polaner, Red Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs, Spring Tree, Sugar Twin, Trappeys, TrueNorth, Underwood, Vermont Maid and Wrights. B&G Foods also sells and distributes Static Guard, a household product brand.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute forward-looking statements. The forward-looking statements contained in this press release include without limitation statements related to net sales, adjusted EBITDA and adjusted diluted earnings per share expectations for fiscal 2016. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms believes, belief, expects, projects, intends, anticipates or plans to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods filings with the Securities and Exchange Commission, including under Item 1A, Risk Factors in the Companys most recent Annual Report on Form 10-K and in its subsequent reports, if any, on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts:
Investor Relations: |
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Media Relations: |
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