- Current report filing (8-K)
February 08 2012 - 5:25PM
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): February 7, 2012
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-51439
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20-2556965
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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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600 Montgomery Street, 13
th
Floor
San Francisco, California
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94111-2702
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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: (415) 445-7444
(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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Item 4.02(a).
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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The Audit Committee of the Board of Directors (
Audit Committee
) of Diamond Foods, Inc.
(
Diamond
) has substantially completed its previously announced investigation of Diamonds accounting for certain crop payments to walnut growers. The investigation focused primarily on whether payments to growers in
September 2011 in the amount of approximately $60 million and payments to growers in August 2010 of approximately $20 million were accounted for in the correct periods.
On February 7, 2012, the Audit Committee concluded that such crop payments were not accounted for in the correct periods and that Diamonds previously issued consolidated financial statements
for the fiscal years ended July 31, 2011 and July 31, 2010, the accompanying reports of Diamonds independent registered public accounting firm, and the previously issued unaudited condensed financial statements for the interim
quarterly periods for the fiscal year ended July 31, 2011 and the quarter ended July 31, 2010, should no longer be relied upon. In addition, the Audit Committee determined that Diamond has one or more material weaknesses in its internal control over
financial reporting. As a result of these internal control deficiencies, Diamonds disclosure controls and procedures were not effective as of the fiscal years ended July 31, 2011 and 2010. The Audit Committee has discussed these matters
with Diamonds independent registered public accounting firm.
Although the Audit Committee has concluded that
restatements of certain of Diamonds previously issued financial statements will be required as described above, additional information could be discovered as part of the ongoing investigation or in connection with the preparation of the
restated consolidated financial statements that could result in Diamond identifying additional accounting errors. Diamond is working diligently to address control deficiencies and to complete the restatement of Diamonds financial statements,
and to file all required periodic reports with the Securities and Exchange Commission as soon as practicable.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 7, 2012, Michael J. Mendes and Steven M. Neil were placed on administrative leave from
their positions as President and Chief Executive Officer of Diamond, and Executive Vice President, Chief Financial and Administrative Officer of Diamond, respectively.
On February 7, 2012, the Diamond Board of Directors (
Board
) appointed director Richard G. Wolford to serve as Diamonds Acting President and Chief Executive Officer.
Mr. Wolford, 66, has served as a director of Diamond since April 2011. Mr. Wolford began his career in 1967 in the food industry at Dole Foods, a producer and marketer of fresh and packaged fruit and vegetables, where he held a range of
management positions, including President of Dole Packaged Foods from 1982 to 1987. In 1996, he worked with TPG Capital, a private equity partnership, to acquire Del Monte Foods, a manufacturer, distributor and marketer of premium quality, branded
food and pet products. He was named Chief Executive Officer and a director of Del Monte Foods in 1997, President of Del Monte Foods in 1998, and was elected Chairman of Del Monte Foods in 2000. He held these positions until his retirement in March
2011. Since September 2011, Mr. Wolford has served on the board of directors of Schiff Nutrition International, Inc., a provider of vitamins, nutritional supplements and nutrition bars, and Advantage Sales and Marketing LLC, a sales and
marketing agency. From March 2008 to August 2009, Mr. Wolford served on the Board of Directors of Pulte Homes, Inc. Mr. Wolford holds a B.A. from Harvard University. Mr. Wolfords compensation arrangements have not yet been
determined.
On February 8, 2012, the Board appointed Michael Murphy of Alix Partners, LLP as Diamonds Acting Chief
Financial Officer. Mr. Murphy, age 53, has over twenty-five years of professional experience in providing financial consulting services. He has served as a Managing Director of Alix Partners, a global business consulting firm, since 2005.
Mr. Murphy has served in interim officer roles, including Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer, Chief Restructuring Officer and Treasurer. He has extensive experience in a broad range of industries
including, consumer business, retail, media, high technology and real estate. Diamond will pay Alix Partners a monthly fee of $100,000 in connection with Mr. Murphys service as Diamonds Acting Chief Financial Officer, and will pay
Alix Partners additional fees based on hourly rates for other Alix Partners personnel.
In addition, on February 7, 2012,
the Board appointed director Robert J. Zollars to serve as Chairman of the Board. Mr. Zollars has served as the Boards Lead Independent Director since July 2011.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Description
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99.1
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Diamond Foods, Inc. press release dated February 8, 2012.
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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.
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DIAMOND FOODS, INC.
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Date: February 8, 2012
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By:
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/s/ Stephen E. Kim
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Name:
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Stephen E. Kim
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Title:
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Senior Vice President, General Counsel and Human Resources
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