Form 8-K BOB EVANS FARMS INC For: Nov 17

 

 

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): November 17, 2015 (November 17, 2015)

 

 

 

Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-1667		31-4421866
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
8111 Smith’s Mill Road, New Albany, Ohio				43054
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (614) 491-2225

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):

 

¨	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-2b)

 

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

 

 

 

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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 16, 2015, the plan administrator of the Bob Evans Farms, Inc.’s 401(k) Plan (the “Plan”) sent Bob Evans Farms, Inc. (the “Company”) the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 of a change in the investment fund structure for the Plan. The notice indicated that Plan participants and beneficiaries will be unable to direct or diversify investments in their individual accounts or to obtain a distribution from the Plan, beginning on December 17, 2015 and lasting through December 31, 2015 (the “Blackout Period”).

On November 17, 2015, the Company sent a notice of the Blackout Period (the “Blackout Period Notice”) to the members of its board of directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934, informing them that they would be prohibited during the Blackout Period from purchasing or selling shares of the Company’s common stock (including derivative securities pertaining to such shares) that they acquire or have previously acquired in connection with their service or employment as a director or executive officer of the Company.

A copy of the Blackout Period Notice is attached as Exhibit 99.1 and is incorporated by reference. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period and other information regarding the Blackout Period by contacting Kevin C. O’Neil, Vice President, Associate General Counsel, and Assistant Secretary, by telephone at (614) 492-7521, by email at [email protected], or in writing at Bob Evans Farms, Inc., 8111 Smith’s Mill Road, New Albany, Ohio 43054.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

99.1		Notice of Blackout Period to Directors and Executive Officers of Bob Evans Farms, Inc., dated November 17, 2015

 

2

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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.

 

				BOB EVANS FARMS, INC.
Date: November 17, 2015				By:		/s/ Kevin C. O’Neil
						Kevin C. O’Neil, Vice President, Assoc. General Counsel and Assistant
						Corporate Secretary

 

3

Exhibit 99.1

 

 

DATE:

November 17, 2015

TO:	Members of the Board of Directors and Executive Officers

FROM:

Kevin C. O’Neil, Vice President, Associate General Counsel, and Assistant Secretary

RE:	Notice Regarding 401(k) Plan Blackout Period and Trading Restrictions; Open Window Periods

This notice informs you of an impending “blackout period” under the Bob Evans Farms, Inc. 401(k) Plan (the “Plan”), during which you will be prohibited from engaging in transactions involving equity securities of Bob Evans Farms, Inc. (the “Company”) that you acquire or have previously acquired in connection with your service or employment as a director or executive officer of the Company.

Reason for the Blackout Period: The Plan will be making changes to the investment funds offered to Plan Participants.

Impact on Affected Plan Rights: As a result of the investment fund changes, Plan participants and beneficiaries will be unable to direct or diversify investments in their individual accounts or to obtain a distribution from the Plan. This period, during which Plan participants and beneficiaries will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.”

Length of the 401k Plan Blackout Period/Open Window Periods: The blackout period for the Plan will begin on December 17, 2015 and end on December 31, 2015.

Note that the normal trading window will be open from December 4, 2015 through the end of day on December 16, 2015, and will also be open for one day on January 4, 2016.

Restrictions on Directors and Executive Officers During the Blackout Period: During the blackout period, directors and executive officers of the Company will be subject to the trading restrictions.¹ Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale, or other acquisition or transfer of any of the Company’s equity securities that you acquire or have previously acquired in connection with your service or employment as a director or executive officer of the Company.

Please note the following:

 

•

“Equity securities” are defined broadly to include not only the Company’s common stock, but also stock options and other derivatives.

 

•

Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

 

 

1	Imposed under Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934

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Among other things, these rules prohibit exercising options granted to you in connection with your service as a director or employment as an executive officer, selling shares of common stock acquired pursuant to such options, selling shares of common stock originally received as restricted stock or selling shares to cover withholding taxes upon the vesting of restricted stock.

 

•

It does not cover situations where you have stock withheld by the Company to pay the minimum federal withholding taxes when a grant vests, nor does it cover transfers without consideration, such as a gift to a charitable organization.

Questions or Additional Information: The rules described above apply in addition to the other restrictions on trading activity under the Company’s Insider Trading Policy. To avoid any inadvertent violations of the blackout period restrictions, you should continue to direct questions about, and requests for pre-clearance of, your transactions in the Company’s securities to Colin Daly or me.

In addition, during the blackout period, you may obtain, without charge, information about the blackout period, including whether the blackout period has begun or ended, by contacting me by telephone at (614) 492-7521, by email at [email protected], or in writing at Bob Evans Farms, Inc., 8111 Smith’s Mill Road, New Albany, Ohio 43054.

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