-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DRER9wkwU/5ysqURJd38iVhjglmpuMS21rTOhqnP4XYtS183qa6L8oAvDHz8KoaV M6fFJTKK6VMhHtj6RcDz7A== 0001171520-02-000156.txt : 20021203 0001171520-02-000156.hdr.sgml : 20021203 20021203162628 ACCESSION NUMBER: 0001171520-02-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021203 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 02847485 BUSINESS ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 BUSINESS PHONE: 8607792800 MAIL ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 8-K 1 d1091.txt UNITED NATURAL FOODS, INC. ================================================================================ 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): December 3, 2002 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 260 Lake Road Dayville, CT 06241 (Address of Principal Executive Offices) (Zip Code) (860) 779-2800 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 5. Other Events On December 3, 2002, the Company issued two press releases announcing the following events: (i) a realignment of management responsibilities; and (ii) the results of the voting at its Annual Meeting of Stockholders. Copies of these press releases are attached as exhibits to this Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of businesses acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 3, 2002, announcing a realignment of management responsibilities. 99.2 Press Release, dated December 3, 2002, announcing the results of the voting at the Company's Annual Meeting of Stockholders. 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. By: /s/ Todd Weintraub ---------------------------- Todd Weintraub Vice President, Treasurer and Chief Financial Officer Date: December 3, 2002 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 3, 2002, announcing a realignment of management responsibilities. 99.2 Press Release, dated December 3, 2002, announcing the results of the voting at the Company's Annual Meeting of Stockholders. EX-99.1 3 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE December 3, 2002 United Natural Foods Appoints Steven H. Townsend Chief Executive Officer Michael S. Funk Named Chairman of the Board of Directors Dayville, Connecticut - December 3, 2002 -- United Natural Foods, Inc. (Nasdaq: UNFI) today announced that Steven H. Townsend has been appointed to the position of President and Chief Executive Officer effective January 1, 2003. Michael S. Funk, currently United Natural Foods' Chief Executive Officer and Vice Chair of the Board, has been elected Chair of the Board of Directors. Thomas B. Simone, who has been a member of the Company's Board of Directors since October 1996 and has served as Chair of the Board of Directors since December 1999, is stepping down from the Chair position and will be Vice Chair of the Board. Assuming responsibility for United Natural Foods' day-to-day operations, Mr. Townsend will be responsible for company-wide business strategies including corporate planning, the integration of acquired companies, major customer and key supplier initiatives and other national programs. In his new role, Mr. Funk will concentrate his efforts on the overall strategic direction of the business as well as relations with the investment community and key customer and supplier groups. Mr. Simone, as an independent Director, will focus on corporate governance practices. Mr. Townsend has enjoyed a successful career of more than 20 years with United Natural Foods and has made significant contributions to the direction of the Company. In April 2001, Mr. Townsend was appointed President of United Natural Foods. From January 2000 to October 2002, he served as President of the Company's Eastern Region, where he was instrumental in the successful turnaround of this region's operations during 2000 and 2001. From June 1995 to December 1997, Mr. Townsend served as Chief Financial Officer. Prior to that, from 1981 to 1995, he served in a variety of operational, financial and administrative positions for Cornucopia Natural Foods, the Company's predecessor. He has served as a member of the Company's Board of Directors since December 2000 and was previously on the Board until 1998. Mr. Funk, who has spent his career building an organization that has become the largest wholesale distributor to the natural and organic industry, co-founded United Natural Foods in 1996. He served as its Chief Executive Officer since December 1999 and as President from October 1996 to December 1999. In 1976, Mr. Funk founded Mountain People's Warehouse, now a wholly owned subsidiary of United Natural Foods, and served as its President until April 2001. He has been a member of United Natural Foods' Board of Directors since February 1996. Mr. Funk noted, "I am delighted that Steven Townsend, a talented executive with deep operational knowledge of United Natural Foods' business, will be the Company's next CEO. We believe this is a natural transition given his management experience, leadership skills and substantial experience within our Company and the industry. We have a highly experienced management team in place and I look forward to being actively involved in the business through my role as Chair." Since 1994, Mr. Simone has served as President and Chief Executive Officer of Simone & Associates, a firm that invests in and consults with health care and natural products companies. Mr. Simone also serves on the Board of Directors of ECO-Dent International, Inc. and Spectrum Organic Products, Inc. About United Natural Foods United Natural Foods, Inc. carries and distributes over 30,000 products to more than 10,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores and independent retail operators. For more information on United Natural Foods, Inc., visit the Company's web-site at www.unfi.com. AT THE COMPANY: AT FRB | Weber Shandwick: - -------------------------------------------------------------------------------- Todd Weintraub Joseph Calabrese Vanessa Schwartz Chief Financial Officer General Information Analyst Information (860) 779-2800 (212) 445-8434 (212) 445-8433 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Natural's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's annual report on Form 10-K filed with the Commission on October 28, 2002, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. United Natural is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. EX-99.2 4 ex99-2.txt PRESS RELEASE EXHIBIT 99.2 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE December 3, 2002 UNITED NATURAL FOODS ANNOUNCES ANNUAL MEETING RESULTS Dayville, Connecticut - December 3, 2002 -- United Natural Foods, Inc. (Nasdaq: UNFI) announced the results of its Annual Meeting of Stockholders, held today at the Company's offices at 12745 Earhart Avenue, Auburn, CA 95602. United Natural Foods' stockholders re-elected two members of its Board of Directors, Michael S. Funk and James P. Heffernan, to serve as Class III directors until the Company's 2005 Annual Meeting of Stockholders. The Board presently consists of three classes of directors; each elected for a three-year term. United Natural Foods' stockholders also approved the Company's 2002 Stock Incentive Plan, which authorizes the Company's Compensation Committee to grant awards representing up to 1.4 million shares of common stock to eligible employees. Stockholders also ratified the continuing appointment of KPMG LLP as United Natural Foods' independent auditors for fiscal year 2003. Stockholders can access a webcast replay of the annual meeting via the Investor Relations section of the Company's website at http://www.unfi.com. United Natural Foods will replay the webcast on their website through January 3, 2003. About United Natural Foods United Natural Foods, Inc. carries and distributes over 30,000 products to more than 10,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores and independent retail operators. For more information on United Natural Foods, Inc., visit the Company's web-site at www.unfi.com. AT THE COMPANY: AT FRB | Weber Shandwick: - -------------------------------------------------------------------------------- Todd Weintraub Joseph Calabrese Vanessa Schwartz Chief Financial Officer General Information Analyst Information (860) 779-2800 (212) 445-8434 (212) 445-8433 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Natural's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's annual report on Form 10-K filed with the Commission on October 28, 2002, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. United Natural is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. -----END PRIVACY-ENHANCED MESSAGE-----