Attached files
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EX-1.1 - EX-1.1 - Diamond Foods Inc | f55140exv1w1.htm |
EX-99.2 - EX-99.2 - Diamond Foods Inc | f55140exv99w2.htm |
EX-99.1 - EX-99.1 - Diamond Foods Inc | f55140exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 4, 2010
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-51439 | 20-2556965 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
600 Montgomery Street, 17th Floor | ||
San Francisco, California | 94111 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (415) 445-7444
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On March 4, 2010, Diamond Foods, Inc. (Company) executed and delivered an underwriting
agreement (Underwriting Agreement) with Barclays Capital Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and BMO Capital Markets Corp. as
representatives (Representatives) of the
underwriters (Underwriters) named therein, relating to the issuance and sale of 4,500,000
shares of Company common stock in a public offering at a price to the
public of $37.00 per share,
and the grant to the Underwriters of an option to acquire up to an additional 675,000
shares of such common stock (Option). On March 5, 2010, the Representatives notified the
Company that the Underwriters had exercised the Option. The proceeds
of this offering to the Company, including the shares sold
in the Option after underwriting
discounts and commissions, will be approximately
$181 million.
This offering is being made pursuant to the Companys registration statement on Form S-3
(Registration No. 333-162221) and a related prospectus supplement, each filed with the
Securities and Exchange Commission.
The Underwriting Agreement includes customary representations, warranties and covenants by
the Company. Under the terms of the Underwriting Agreement, the Company has agreed to
indemnify the Underwriters against certain liabilities. The Underwriting Agreement is filed
as Exhibit 1.1 to this Form 8-K and this description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is
incorporated herein by reference.
The opinion of the Companys counsel as to the legality of the common stock is filed as
Exhibit 99.1 to this Form 8-K.
Item 7.01. Regulation FD Disclosure
On
March 4, 2010, the Company issued a press release announcing the
pricing of the offering described in Item 1.01 of this report.
A copy of that press release is filed as Exhibit 99.2 to this Form 8-K and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit | Description | |
1.1
|
Underwriting Agreement by and among Diamond Foods, Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., dated March 4, 2010. | |
99.1
|
Opinion of Fenwick & West LLP, counsel to Diamond Foods, Inc. | |
99.2
|
Diamond Foods, Inc. press release dated March 4, 2010, announcing pricing of the common stock offering. |
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.
DIAMOND FOODS, INC. | ||||||
Date: March 4, 2010
|
By: | /s/ Stephen E. Kim
|
||||
Title: Senior Vice President, General Counsel | ||||||
and Human Resources |
INDEX TO EXHIBITS
Exhibit | Description | |
1.1
|
Underwriting Agreement by and among Diamond Foods, Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., dated March 4, 2010. | |
99.1
|
Opinion of Fenwick & West LLP, counsel to Diamond Foods, Inc. | |
99.2
|
Diamond Foods, Inc. press release dated March 4, 2010, announcing pricing of the common stock offering. |