Current Report Filing (8-k)
September 25 2013 - 5:10PM
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
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Date of Report (Date of Earliest Event Reported):
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September 24, 2013
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The WhiteWave Foods Company
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35708
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46-0631061
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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1225 Seventeenth Street, Suite 1000, Denver, Colorado
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80202
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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:
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(303) 635-4500
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Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sale of Equity Securities
On September 24, 2013, at a special meeting (the special meeting) of stockholders of The
WhiteWave Foods Company (the Company), the Companys stockholders approved a proposal (the
conversion proposal) to convert (the conversion) all of the outstanding shares of the Companys
Class B common stock, par value $0.01 per share (the Class B common stock), into shares of the
Companys Class A common stock, par value $0.01 per share (the Class A common stock).
Pursuant to the conversion, all of the 67,913,310 shares of Class B common stock outstanding were
converted on a one-for-one basis into shares of Class A common stock in an issuance of securities
exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
Pursuant to the Companys amended and restated certificate of incorporation, the conversion became
effective at the close of business on September 24, 2013.
Item 3.03 Material Modification to Rights of Security Holders
The information in Item 3.02 is incorporated by reference herein. The conversion had the following
effects, among others, on the holders of the Companys capital stock:
Voting Power. As a result of the conversion, the former holders of Class B common stock no longer
have superior voting rights with respect to the election and removal of directors. All holders of
the Companys outstanding shares of capital stock now have identical voting rights for the election
and removal of directors and with respect to all other matters submitted to a vote of the Companys
stockholders.
Delaware law and the Companys amended and restated certificate of incorporation provide for
certain separate class votes in specified circumstances. Effective upon the conversion, the Class
B common stock ceased to be outstanding and such class votes are no longer applicable to the
holders of the Companys outstanding shares of capital stock.
Economic Equity Interests. The conversion had no impact on the economic equity interests of the
holders of Class A common stock and the former holders of Class B common stock, including with
respect to dividends, liquidation rights or redemption. After the conversion, the shares of Class
A common stock held by former holders of Class B common stock and the shares of Class A common
stock held by existing holders of Class A common stock represented the same proportions of the
total outstanding shares of the Companys common stock as they had immediately prior to the
conversion.
Capitalization. The conversion had no impact on the total issued and outstanding shares of the
Companys common stock although it increased the number of shares of Class A common stock
outstanding in an amount equivalent to the number of shares of Class B common stock outstanding
immediately prior to the conversion. In addition, the conversion did not increase the total number
of authorized shares of the Companys capital stock. Immediately after the conversion, the
authorized capital stock continued to consist of 1,700,000,000 shares of Class A common stock,
175,000,000 shares of Class B common stock and 170,000,000 shares of preferred stock. As
a result of and after giving effect to the conversion, there were 173,230,015 shares of Class A
common stock and zero shares of Class B common stock issued and outstanding, based on the number of
shares outstanding as of the close of business on September 23, 2013.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the special meeting, the stockholders of the Company approved the conversion proposal and a
proposal to adjourn the special meeting, if necessary or appropriate, with the following votes
being cast:
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The stockholders approved the conversion, on a one-for-one basis, of all issued and
outstanding shares of the Companys Class B common stock into shares of the Companys Class A
common stock. The votes regarding this proposal were as follows: |
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For
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Against
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Abstain
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Broker
Non-Votes |
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136,954,397 |
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93,635 |
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57,002 |
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0 |
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2. |
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The stockholders approved the proposal to adjourn the special meeting, if necessary or
appropriate, to permit further solicitation of the proxies if there are not sufficient votes
at the time of the special meeting to approve the foregoing proposal. The votes regarding
this proposal were as follows: |
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For
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Against
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Abstain
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Broker
Non-Votes |
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129,884,933 |
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7,162,045 |
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58,056 |
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0 |
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Item 8.01 Other Events
On September 24, 2013, the Company issued a press release announcing the approval of the conversion
proposal and the effectiveness of the conversion. The Companys press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99
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Press release issued September 24, 2013 |
SIGNATURES
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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The WhiteWave Foods Company
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September 25, 2013
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By:
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/s/ Roger E. Theodoredis
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Name: Roger E. Theodoredis
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Title: Executive Vice President, General Counsel and Secretary
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Exhibit Index
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Exhibit No.
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Description
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99
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Press release issued September 24, 2013
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