B&G Foods, Inc. - Current report filing (8-K)
May 09 2008 - 4:01PM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on May 9, 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):
May 6, 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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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 5.02.
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Compensatory
Arrangements of Certain Officers.
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On May 6,
2008, the stockholders of B&G Foods, Inc., at our 2008 annual meeting
of stockholders, approved our 2008 Omnibus Incentive Compensation Plan. Upon the recommendation of our compensation
committee, our board of directors had previously adopted the plan, subject to
stockholder approval, at a meeting held on March 10, 2008.
The
plan authorizes the grant of performance share awards, restricted stock,
options, stock appreciation rights, deferred stock, stock units and cash-based
awards to employees, non-employee directors and consultants. Subject to adjustment as provided in the
plan, the total number of shares of Class A common stock available for
awards under the plan is 2,000,000, which equals approximately 5.4% of the
shares of Class A common stock outstanding as of May 6, 2008.
A
description of the terms of, and the initial awards granted under, the plan is
contained in our annual meeting proxy statement that we filed with the
Securities and Exchange Commission on April 4, 2008.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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10.1
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B&G
Foods, Inc. 2008 Omnibus Incentive Compensation Plan (Filed as Annex A
to B&G Foods Definitive Proxy Statement on Schedule 14A filed on
April 4, 2008, and incorporated by reference herein)
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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: May 9,
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
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Chief
Financial Officer
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3
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