- Current report filing (8-K)
February 15 2012 - 7:09AM
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 14, 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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¨
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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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¨
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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 1.02.
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Termination of a Material Definitive Agreement.
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On February 14, 2012, Diamond Foods, Inc. (
Diamond
) entered into a Termination Agreement (
Termination Agreement
) with The Procter & Gamble
Company (
P&G
), pursuant to which the parties terminated the Transaction Agreement (
Transaction Agreement
) among P&G, The Wimble Company (
Wimble
), a wholly-owned
subsidiary of P&G, Diamond and Wimbledon Acquisition LLC (
Merger Sub
), a wholly-owned subsidiary of Diamond, dated as of April 5, 2011, the Separation Agreement (
Separation Agreement
)
among P&G, Wimble and Diamond, dated April 5, 2011, and each other agreement entered into pursuant to or in connection with the transactions contemplated by the Transaction Agreement and the Separation Agreement (together with the
Transaction Agreement and the Separation Agreement, collectively, the
Agreements
). The Transaction Agreement provided for a business combination involving Diamond, Merger Sub, P&G and Wimble in which P&G would have
contributed certain of its assets and liabilities to Wimble and Wimble would have merged with and into Merger Sub, with Merger Sub continuing as the surviving company. The Separation Agreement provided for P&G to transfer certain assets and
liabilities to Wimble.
Pursuant to the terms of the Termination Agreement, the parties have agreed to a mutual, full,
irrevocable and unconditional release of all actions, suits, proceedings, claims, damages, causes of action, liabilities, costs, fees, expenses or obligations pursuant to, in connection with or arising from the Termination Agreement, the Agreements
or the transactions contemplated by the Agreements, or any breaches or alleged breaches in connection with such agreements or transactions.
Diamonds Audit Committee has substantially completed its investigation of Diamonds accounting for certain crop payments to walnut growers. 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 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.
On
February 15, 2012, Diamond issued a press release regarding the termination of the Agreements, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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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Press Release by Diamond Foods, Inc. dated February 15, 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 15, 2012
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By:
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/s/ Stephen E. Kim
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Name: Stephen E. Kim
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Title: Senior Vice President, General Counsel and
Human Resources
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