- Current report filing (8-K)
October 22 2008 - 5:06PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on October 22, 2008
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):
October 16, 2008
B&G
Foods, Inc.
(Exact name of
Registrant as specified in its charter)
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, Suite 110, 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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Registrants 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 1.02.
Termination of
a Material Definitive Agreement.
The
information set forth below under Item 5.02. is incorporated by reference into
this Item 1.02.
Item 2.05.
Costs Associated with Exit or Disposal Activities.
On October 16,
2008, B&G Foods began implementing a reduction in workforce that will
reduce our workforce by approximately 7.5%.
On a pre-tax basis, we expect that the reduction in workforce will save
our company an estimated $3.7 million on an annualized basis. We expect to record severance and termination
charges of approximately $0.8 million in the fourth quarter of 2008. Substantially all of these charges will
result in cash payments. These payments
will be made during the remainder of 2008 and in 2009. A copy of the press release we issued to
announce the foregoing is attached hereto as Exhibit 99.1.
Item 5.02.
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 16,
2008, Albert J. Soricelli, our Executive Vice President of Marketing and
Strategic Planning, resigned from our company.
Mr. Soricelli was employed under an employment agreement. The resignation will be treated as a
termination of the employment agreement by our company without cause, which
will entitle Mr. Soricelli to certain salary continuation and other
severance benefits set forth in the employment agreement, a copy of which is
filed herewith as Exhibits 10.1 and 10.2.
Mr. Soricellis salary continuation and other severance benefits
are included within the severance and termination charges described in Item
2.05 above.
Vanessa
E. Maskal, currently our Executive Vice President of Sales, will assume Mr. Soricellis
marketing responsibilities and her new title will be Executive Vice President
of Sales and Marketing.
A copy
of the press release we issued to announce the foregoing is attached hereto as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
10.1
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Employment
Agreement by and between Albert J. Soricelli and B&G Foods, Inc.
(Filed as Exhibit 10.17 to Amendment No. 2 to Registration
Statement on Form S-1 (file no. 333-112680) filed on May 3, 2004,
and incorporated herein by reference)
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10.2
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First
Amendment, dated October 13, 2004, to the Employment Agreement by and
between Albert J. Soricelli and B&G Foods, Inc. (Filed as
Exhibit 10.7 to B&G Foods Current Report on Form 8-K filed on
October 20, 2004, and incorporated by reference herein)
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99.1
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Press
Release dated October 22, 2008.
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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.
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B&G FOODS, INC.
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Dated: October 22,
2008
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By:
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/s/ Robert C. Cantwell
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Robert C. Cantwell
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Executive
Vice President of Finance
and Chief Financial Officer
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3
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