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
November 30, 2012
Date of Report (Date of earliest event reported)
Annies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35470 | 20-1266625 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. employer identification number) |
1610 Fifth Street
Berkeley, CA 94710
(Address of principal executive offices, including zip code)
(510) 558-7500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 8.01 Other Events
On November 30, 2012, John M. Foraker, Chief Executive Officer of Annies, Inc. (Annies or the Company), adopted a stock trading plan (the 10b5-1 Plan). The 10b5-1 Plan has been adopted in accordance with guidelines specified by Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
Rule 10b5-1 permits corporate officers, directors and others to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders may gradually diversify their investment portfolios and spread stock trades over a period of time regardless of any material, non-public information they may receive after adopting their plans. In accordance with the 10b5-1 rules, Mr. Foraker will have no discretion over the sales of his shares of common stock under the plan.
Under the 10b5-1 Plan, up to 74,364 stock options (the Stock Options) to purchase shares of Annies common stock will be exercised and the underlying shares will be sold into the marketplace, subject to satisfaction of certain conditions. It is expected that sales under the 10b5-1 Plan will commence on December 31, 2012 and would be completed by December 31, 2013. Under the 10b5-1 Plan shares would be sold in near-equal monthly installments.
The Stock Options were originally granted in 2009 as two separate grants, each consisting of 37,182 Stock Options. The Stock Options have an exercise price of $8.88 per share of common stock. The first grant of Stock Options fully vested in 2010 and the second grant of Stock Options fully vested in 2012. The Stock Options will expire in September 2014.
If fully exercised, the planned sales would represent approximately 16% of Mr. Forakers current holdings of 465,741 stock options, and he will retain 391,377 stock options after execution of the 10b5-1 Plan. The 10b5-1 Plan will allow Mr. Foraker to diversify a modest portion of his portfolio before the Stock Options expire and support his long-term financial planning. He will continue to hold a substantial position in Annies during and after the 10b5-1 Plan, and the overwhelming majority of his net worth will remain associated with Annies stock.
Any transactions under the 10b5-1 Plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission when due. Except as may be required by law, Annies does not undertake to report stock trading plans by other officers or directors of the Company, or to report modifications or terminations of any such plans.
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.
Annies, Inc. | ||||
Date: December 5, 2012 | By: | /s/ Kelly J. Kennedy | ||
Kelly J. Kennedy | ||||
Chief Financial Officer |