Current Report Filing (8-k)
September 18 2017 - 7:35AM
Edgar (US Regulatory)
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): September 14, 2017
Blue Buffalo Pet Products, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-37510
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46-0552933
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11 River Road
Wilton, CT 06897
(Address
of Principal Executive Offices) (Zip Code)
(203)
762-9751
(Registrants 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:
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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))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 7.01 Regulation FD Disclosure.
Blue Buffalo Pet Products, Inc. (the Company) has become aware that after the market close on September 14, 2017 an official of the Company
indicated to a research analyst that the street estimates for the Companys Selling, General & Administrative (SG&A) expenses for the quarter ending September 30, 2017 (the third quarter)
are below the Companys expected SG&A expenses for the third quarter due to increased brand advertising as was announced on the Companys most recent earnings call.
As permitted by General Instruction B.2 of Form 8-K, information that is furnished shall not be deemed filed for any purpose, including 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. The information in this Current Report on Form 8-K shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements
include, but are not limited to, statements related to the expectations regarding the performance of the Companys business, financial results, liquidity and capital resources and other non-historical statements, including the statements
relating to the Companys expected SG&A expenses for the third quarter. You can identify these forward-looking statements by the use of words such as outlook, forecast, guidance, believes,
expects, potential, continues, may, will, should, could, seeks, approximately, projects, predicts,
intends, plans, estimates, anticipates or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among
others, risks inherent to the pet food industry, macroeconomic factors beyond the Companys control, competition for customers, risks related to the Companys manufacturing and supply chain, the success of the Companys Heartland
manufacturing facility, risk of disruption at the Companys third party distribution centers, risks related to the Companys expansion outside the United States, the Companys ability to protect the Companys intellectual
property and that of third parties, performance of the Companys information technology systems, adverse litigation judgments or settlements and the Companys indebtedness. Additional factors that could cause the Companys results to
differ materially from those described in the forward-looking statements can be found under the section entitled Risk Factors in the Companys Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the
SEC) on March 1, 2017, as such risk factors may be updated from time to time in the Companys periodic filings with the Securities and Exchange Commission (the SEC), and which are accessible on the SECs website at
www.sec.gov
. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read
in conjunction with the other cautionary statements that are included in this report and in the Companys filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as required by law.
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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BLUE BUFFALO PET PRODUCTS, INC.
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By:
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/s/ Lawrence
Miller
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Name:
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Lawrence Miller
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Title:
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Senior Vice President, General Counsel and Secretary
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Date: September 18, 2017
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