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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 19, 2020
 
 
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-35608
 
45-5034161
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
 
12612 West Alameda Parkway
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
 
(303) 986-4600
(Registrant’s telephone number, including area code)
 
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:
 
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 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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, $0.001 par value
NGVC
New York Stock Exchange
 
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 2.02     Results of Operations and Financial Condition.
 
On November 19, 2020, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended September 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.
 
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 8.01     Other Events.
 
On November 19, 2020, the Company announced the declaration of a special cash dividend of $2.00 per common share, in addition to its quarterly cash dividend of $0.07 per common share. The special and quarterly dividends will be paid on December 16, 2020 to all stockholders of record at the close of business on November 30, 2020. The Company also announced that it has entered into a new $35.0 million term loan with its existing lender (the “Term Loan”). The special cash dividend will be funded through available cash and borrowings under the Company’s Term Loan.
 
Item 9.01     Financial Statements and Exhibits.
 
(d)     Exhibits.
 
Exhibit No.
 
Description
99.1
 
     
104
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 
2

 
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.
 
Dated: November 19, 2020
 
Natural Grocers by Vitamin Cottage, Inc.
 
 
 
By:
/s/ Kemper Isely
 
Name:
Kemper Isely
 
Title:
Co-President
 
3
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