As filed with the Securities and Exchange Commission on March 9, 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 9, 2016

 

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-32316

 

13-3918742

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

Four Gatehall Drive, Parsippany, New Jersey

 

07054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s 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 9, 2016, B&G Foods announced our intention to offer 4,000,000 shares of our common stock, pursuant to an effective shelf registration statement previously filed with the Securities and the Exchange Commission.  In connection with the offering, B&G Foods expects to grant the underwriter an option for a period of 30 days to purchase up to an additional 600,000 shares of common stock.  B&G Foods’ common stock is listed on the New York Stock Exchange under the symbol “BGS.”

 

We intend to use the proceeds from the offering to repay outstanding borrowings under our revolving credit facility and for general corporate purposes, which could include, among other things, repayment of other long term debt or possible acquisitions. We may re-borrow amounts under our revolving credit facility at any time.

 

Barclays Capital Inc. is acting as the underwriter for the offering.

 

A copy of the press release announcing the foregoing, 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 9, 2016

 

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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.

 

 

B&G FOODS, INC.

 

 

 

 

Dated: March 9, 2016

By:

/s/ Scott E. Lerner

 

 

Scott E. Lerner

 

 

Executive Vice President,

 

 

General Counsel and Secretary

 

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