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EX-99.1 - EX-99.1 - PINNACLE FOODS INC.d25507dex991.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): November 24, 2015

 

 

PINNACLE FOODS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35844   35-2215019
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

399 Jefferson Road, Parsippany, NJ   07054
(Address of Principal Executive Offices)   (Zip Code)

(973) 541-6620

(Registrant’s telephone number, including area code)

Not applicable

(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):

 

¨ 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)

 

x 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 24, 2015, Pinnacle Foods Inc. issued a press release announcing that it had entered into a definitive merger agreement for the acquisition of Boulder Brands, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

99.1    Press Release, dated November 24, 2015


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.

 

    PINNACLE FOODS INC.
Date: November 24, 2015     By:  

/s/ Craig Steeneck

      Name:   Craig Steeneck
      Title:   Executive Vice President and Chief Financial Officer


PINNACLE FOODS INC.

EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release, dated November 24, 2015