Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Pinnacle Foods Finance LLC | dex991.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): February 7, 2011
Pinnacle Foods Finance LLC
(Exact name of registrant as specified in its charter)
Commission File Number: 333-148297
| Delaware | 20-8720036 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1 Bloomfield Avenue
Mt. Lakes, New Jersey 07046
(Address of principal executive offices, including zip code)
(973) 541-6620
(Registrant’s telephone number, including area code)
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Appointment of New Executive Officer
On February 9, 2011, Pinnacle Foods Group LLC, a subsidiary of Pinnacle Foods Finance LLC (the “Company”) issued a press release (the “Press Release”) announcing that Antonio F. Fernandez has been appointed Executive Vice President and Chief Supply Chain Officer. Mr. Fernandez, age 51, most recently was employed with Kraft Foods Inc. as Senior Vice President, Operations Excellence (2010-2011), following the acquisition of Cadbury plc, and previously with Cadbury plc (1998-2010) in a series of senior management positions, most recently as Chief Supply Chain Officer.
A copy of the Press Release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Terms of Employment
The terms of Mr. Fernandez’ employment are:
| • | An annual base salary of $425,000. |
| • | Eligibility to earn an annual bonus award at a target of 85% of the base salary, and up to a maximum of 187.5% of target, based upon the achievement of annual performance objectives approved by the Compensation Committee of the Board |
| • | A grant of 500 Profits Interests Units in the form of 125 Class B-1 Units and 375 Class B-2 Units, subject to the terms and conditions of the 2007 Unit Plan. |
| • | A one-time payment of up to $300,000. The after-tax proceeds of this payment, if any, will be invested in Class A-2 Units of Peak Holdings LLC, the Company’s ultimate parent. |
| • | Other employee benefits available to all salaried employees. |
If Mr. Fernandez’ employment is terminated by the Company for any reason other than “Cause” (as defined), Mr. Fernandez will be guaranteed twelve (12) months salary and target bonus to be paid in accordance with our severance policy which may upon certain circumstances be extended for up to an additional six months.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following Exhibits are included as part of this Current Report on Form 8-K.
| 99.1 | Press Release, dated February 9, 2011 |
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 thereto duly authorized.
| Pinnacle Foods Finance LLC | ||
| By: | /s/ CRAIG STEENECK | |
| Name: | Craig Steeneck | |
| Title: | Executive Vice President and | |
Date: February 9, 2011