Attached files
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EX-10.1 - UNITED NATURAL FOODS INC | ex2-1.htm |
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): June 4, 2010
UNITED
NATURAL FOODS, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-21531
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05-0376157
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification No.)
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313
Iron Horse Way, Providence, RI 02908
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(Address
of Principal Executive Offices) (Zip Code)
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Registrant’s
telephone number, including area code: (401)
528-8634
N/A
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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 (see General Instruction A.2.
below):
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.
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Entry
into a Material Definitive
Agreement.
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United Natural Foods, Inc., a Delaware
corporation (the “Company”) previously disclosed that the Company, along with
its wholly owned subsidiary, UNFI Canada, Inc., a Canadian corporation (“UNFI
Canada”), entered into an Asset Purchase Agreement (the “Agreement”)
with SunOpta Inc., a Canadian corporation (“SunOpta”), and its wholly owned
subsidiary, Drive Organics Corp., a corporation existing under the laws of the
Province of British Columbia (“Drive Organics”), pursuant to which UNFI Canada
agreed to purchase substantially all of the assets of the Canadian food
distribution business of SunOpta’s Distribution Group, together with
substantially all of the assets of Drive Organics, but excluding SunOpta’s
Natural Health Products Business (as defined in the Agreement).
The Agreement originally provided that
any party to the Agreement could terminate the Agreement if the closing of the
transactions contemplated thereby had not been consummated by June 5, 2010 (the
“Drop Dead Date”). On June 4, 2010, the Company, UNFI Canada, SunOpta and Drive
Organics entered into an amendment (the “Amendment”) to the Agreement extending
the Drop Dead Date to June 19, 2010. Other than the extension of the
Drop Dead Date, there were no other changes to the Agreement as a result of the
Amendment.
The foregoing represents a summary of
the Amendment and does not purport to include all of the terms of the
Amendment. The summary of the amendment is subject to, and qualified
in its entirety by, the full text of the Amendment, which is attached as Exhibit
2.1 to this Current Report on Form 8-K, and the full text of the Agreement,
which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company on May 11, 2010, each of which is incorporated herein by
reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No. |
Description
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2.1
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Amendment
No. 1 to Asset Purchase Agreement by and among United Natural Foods, Inc.,
UNFI Canada, Inc., Drive Organics Corp. and SunOpta Inc. dated as of June
4, 2010.
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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.
UNITED
NATURAL FOODS, INC.
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By:
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/s/
Mark E. Shamber
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Name:
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Mark
E. Shamber
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Title:
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Senior
Vice President, Chief Financial
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Officer
and Treasurer
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Date: June
10, 2010
EXHIBIT
INDEX
Exhibit
No. |
Description
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2.1
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Amendment
No. 1 to Asset Purchase Agreement by and among United Natural Foods, Inc.,
UNFI Canada, Inc., Drive Organics Corp. and SunOpta Inc. dated as of June
4, 2010.
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