Current Report Filing (8-k)
March 10 2021 - 8:46AM
Edgar (US Regulatory)
0001278027
false
0001278027
2021-03-09
2021-03-09
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xbrli:shares
iso4217:USD
xbrli:shares
As filed with the Securities and Exchange
Commission on March 10, 2021
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, 2021
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B&G Foods, Inc.
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(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
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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, 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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Registrant’s telephone number, including
area code: (973) 401-6500
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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BGS
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New York Stock Exchange
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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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On March 9, 2021, B&G Foods’
board of directors authorized an extension of our company’s stock repurchase program through March 15, 2022. Under the
authorization, we may purchase up to $50 million of shares of our company’s common stock from time to time in the open market
or in privately negotiated transactions in compliance with the applicable rules and regulations of the Securities and Exchange
Commission.
The timing and amount of stock repurchases
under the program, if any, will be at the discretion of management, and will depend on a variety of factors, including price, available
cash, general business and market conditions and other investment opportunities. Therefore, we cannot assure you as to the number
or aggregate dollar amount of shares, if any, that will be repurchased under the program. We may discontinue the program at any
time. Any shares repurchased pursuant to the program will be retired. Our company currently has 64,724,058 shares of common stock
outstanding.
A copy of the press release we issued announcing
the extension of the stock repurchase program is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 10, 2021
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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 and Secretary
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