- Current report filing (8-K)

 

As filed with the Securities and Exchange Commission on September 9, 2009

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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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):  September 9, 2009

 

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, Suite 110, 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 7.01.  Regulation FD Disclosure.

 

On September 9, 2009, B&G Foods announced our intention to offer, subject to market and other conditions, 9,000,000 shares of our Class A 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 underwriters an option for a period of 30 days to purchase up to an additional 1,350,000 shares of Class A common stock.

 

B&G Foods’ Class A common stock is listed on the New York Stock Exchange under the symbol “BGS” and trades separately from B&G Foods’ Enhanced Income Securities (EISs), which are listed on the New York Stock Exchange under the symbol “BGF.”

 

B&G Foods expects to use the net proceeds of the offering for general corporate purposes, which may include among other things, the future repayment or retirement of a portion of our long-term debt, including, without limitation our 8% senior notes due 2011 or our 12% senior subordinated notes due 2016.

 

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and BofA Merrill Lynch are acting as joint book-running managers, and Goldman, Sachs & Co. and RBC Capital Markets Corporation are acting as co-managers of 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 September 9, 2009, furnished pursuant to Item 7.01

 

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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: September 9, 2009	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

 

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