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
February 22, 2000
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(Date of report - date of earliest event reported)
United Natural Foods, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of
incorporation or organization)
000-21531 05-0376157
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(Commission File Number) (I.R.S. Employer
Identification No.)
260 Lake Road Dayville Connecticut 06241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 779-2800
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February, 22, 2000, the Board of Directors of United Natural
Foods, Inc. (the "Corporation") declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock, par value $0.01 per share (the "Common Shares"), of the Corporation. The
dividend is payable to the stockholders of record on March 3, 2000 (the "Record
Date"), and with respect to Common Shares issued thereafter until the
Distribution Date (as hereinafter defined) and, in certain circumstances, with
respect to Common Shares issued after the Distribution Date. Except as set forth
below, each Right, when it becomes exercisable, entitles the registered holder
to purchase from the Corporation one one-thousandth of a share of Series A
Preferred Stock, with a par value of $0.01 per share (the "Preferred Shares"),
of the Corporation at a price of $55 per one one-thousandth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Corporation and Continental Stock Transfer and Trust Company, as
Rights Agent (the "Rights Agent"), dated as of February 22, 2000.
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares upon the
earliest to occur of (i) a person or group of affiliated or associated persons
having acquired beneficial ownership of 15% or more of the outstanding Common
Shares (except pursuant to a Permitted Offer, as hereinafter defined); or (ii)
10 days (or such later date as the Board may determine) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined) (the earliest of such
dates being called the "Distribution Date"). A person or group whose acquisition
of Common Shares causes a Distribution Date pursuant to clause (i) above is an
"Acquiring Person. The date that a person or group becomes an Acquiring Person
is the "Shares Acquisition Date."
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights) new Common
Share certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date (and
to each initial record holder of certain Common Shares issued after the
Distribution Date), and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the date of the
Agreement unless earlier redeemed by the Corporation as described below.
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In the event that any person becomes an Acquiring Person (except
pursuant to a tender or exchange offer which is for all outstanding Common
Shares at a price and on terms which a majority of certain members of the Board
of Directors determines to be adequate and in the best interests of the
Corporation, its stockholders and other relevant constituencies, other than such
Acquiring Person, its affiliates and associates (a "Permitted Offer")), each
holder of a Right will thereafter have the right (the "Flip-In Right") to
receive upon exercise the number of Common Shares or of one one-thousandth of a
share of Preferred Shares (or, in certain circumstances, other securities of the
Corporation) having a value (immediately prior to such triggering event) equal
to two times the exercise price of the Right. Notwithstanding the foregoing,
following the occurrence of the event described above, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or any affiliate or associate thereof
will be null and void.
In the event (a "Flip-Over Event") that, at any time following the
Shares Acquisition Date, (i) the Corporation is acquired in a merger or other
business combination transaction in which the holders of all of the outstanding
Common Shares immediately prior to the consummation of the transaction are not
the holders of all of the surviving corporation's voting power, or (ii) more
than 50% of the Corporation's assets or earning power is sold or transferred, in
either case with or to an Acquiring Person or any affiliate or associate or any
other person in which such Acquiring Person, affiliate or associate has an
interest or any person acting on behalf of or in concert with such Acquiring
Person, affiliate or associate, or, if in such transaction all holders of Common
Shares are not treated alike, any other person, then each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right (the "Flip-Over Right") to receive, upon exercise,
common shares of the acquiring company having a value equal to two times the
exercise price of the Right. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or surrenders the Flip-in
Right.
The Purchase Price payable, and the number of Preferred Shares,
Common Shares or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-thousandth of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $0.01 per share but, if greater, will be entitled
to an aggregate dividend per share of 1,000-times the dividend declared per
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Common Share. In the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation payment of $1,000 per
share; thereafter, and after the holders of the Common Shares receive a
liquidation payment of $1 per share, the holders of the Preferred Shares and the
holders of the Common Shares will share the remaining assets in the ratio of
1,000 to 1 (as adjusted) for each Preferred Share and Common Share so held,
respectively. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount received per Common Share. These
rights are protected by customary antidilution provisions. In the event that the
amount of accrued and unpaid dividends on the Preferred Shares is equivalent to
six full quarterly dividends or more, the holders of the Preferred Shares shall
have the right, voting as a class, to elect two directors in addition to the
directors elected by the holders of the Common Shares until all cumulative
dividends on the Preferred Shares have been paid through the last quarterly
dividend payment date or until non-cumulative dividends have been paid regularly
for at least one year.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are one one-thousandth or integral multiples of one
one-thousandth of a Preferred Share, which may, at the election of the
Corporation, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming
an Acquiring Person or (ii) the expiration of the Rights, and under certain
other circumstances, the Corporation may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price") which redemption
shall be effective upon the action of the Board of Directors. Additionally,
following the expiration of the Flip-In Right, but prior to a Flip-Over Event,
the Corporation may redeem the then outstanding Rights in whole, but not in
part, at the Redemption Price, provided that such redemption is in connection
with a merger or other business combination transaction or series of
transactions involving the Corporation in which all holders of Common Shares are
treated alike but not involving an Acquiring Person or its affiliates or
associates.
All of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Corporation prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Corporation, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should the Rights
become exercisable or upon the occurrence of certain events thereafter.
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The Rights Agreement between the Corporation and the Rights Agent
specifying the terms of the Rights (which includes as exhibits thereto the Form
of Certificate of Designation of Preferences and Rights, the Form of Rights
Certificate and the Summary of Rights) and the press release announcing the
declaration of the Rights are incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the such exhibits.
Item 7. Financial Statements and Exhibits
1. Rights Agreement, dated as of February 22, 2000, between
United Natural Foods, Inc., and Continental Stock Transfer and
Trust Company, as Rights Agent, including all exhibits
thereto, incorporated herein by reference to Exhibit 1 to the
Corporation's Registration Statement on Form 8-A, dated
March 2, 2000.
2. Press Release of the Corporation, dated February 22, 2000,
incorporated herein by reference to Exhibit 2 to the
Corporation's Registration Statement on Form 8-A, dated
March 2, 2000.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: March 2, 2000 UNITED NATURAL FOODS, INC.
By:/s/ Kevin T. Michel
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Kevin T. Michel
Chief Financial Officer
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Exhibit Index
Exhibit Number Description
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4 Rights Agreement, dated as of February 22, 2000, between
United Natural Foods, Inc., and Continental Stock Transfer and
Trust Company, as Rights Agent, including all exhibits
thereto, incorporated herein by reference to Exhibit 1 to the
Corporation's Registration Statement on Form 8-A, dated
March 2, 2000.
99 Press Release of the Corporation dated February 22, 2000,
incorporated herein by reference to Exhibit 2 to the
Corporation's Registration Statement on Form 8-A, dated
March 2, 2000.
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