-----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, EnwugzaXqyD/CBh1+mxKXbqn6/iWEWK0CMWUfmbg0QQajHKz1Fn8eLkzzlu7ZGEd 5Qyk5cTw/g2A+FN2eme3NQ== 0001171520-03-000374.txt : 20031203 0001171520-03-000374.hdr.sgml : 20031203 20031203163314 ACCESSION NUMBER: 0001171520-03-000374 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031203 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031203 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: 031035598 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 eps1317.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, 2003 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 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, 2003, announcing (i) the election of a new Chair of the Board of Directors of the Company, (ii) the election of a Lead Independent Director and (iii) the results of the Company's annual meeting of stockholders. Item 9. Regulation FD Disclosure On December 3, 2003, the Company issued a press release announcing (i) the election of a new Chair of the Board of Directors of the Company, (ii) the election of a Lead Independent Director and (iii) the results of the Company's annual meeting of stockholders. A copy of this press release is attached as an exhibit to this Form 8-K. 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/ Rick D. Puckett ------------------------ Rick D. Puckett Vice President, Treasurer and Chief Financial Officer Date: December 3, 2003 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 3, 2003, announcing (i) the election of a new Chair of the Board of Directors of the Company, (ii) the election of a Lead Independent Director and (iii) the results of the Company's annual meeting of stockholders. EX-99.1 3 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE December 3, 2003 UNITED NATURAL FOODS, INC. NAMES STEVEN H. TOWNSEND CHAIR OF THE BOARD OF DIRECTORS ANNOUNCES 2003 ANNUAL MEETING RESULTS Dayville, Connecticut - December 3, 2003 -- United Natural Foods, Inc. (Nasdaq: UNFI) announced that during today's Board of Directors meeting, Steven H. Townsend, Chief Executive Officer of United Natural Foods, was elected Chair of the Board of Directors. Mr. Townsend, a member of the Board of Directors since December 2000 and the Company's Chief Executive Officer since January 2003, has enjoyed a successful career of more then 20 years with United Natural Foods. Thomas B. Simone, Vice Chair of the Board of Directors, was elected to the newly created position of Lead Independent Director. Mr. Simone will be responsible for coordinating the activities of the Company's independent directors. Michael S. Funk, who has served as Chair of the Board of Directors since January 2003 and has been a member of the Board of Directors since February 1996, is stepping down from the Chair position as the final component of the Company's current executive succession plan. Mr. Funk, who has been affiliated with United Natural Foods and its predecessors since 1976, will continue to provide strategic insight and counsel to the Company as a Director. Mr. Funk served as the Company's Vice Chair of the Board of Directors from February 1996 until December 2002, as its Chief Executive Officer from December 1999 until December 2002 and as President from October 1996 until December 1999. Mr. Townsend commented, "Michael has devoted his entire career to United Natural Foods, helping to build an organization that has become the premier certified organic distributor in the United States. We recognize his tremendous achievements, thank him for his strong leadership and commitment and look forward to his continued counsel for many years to come." Mr. Funk noted, "United Natural Foods is well positioned to continue its leadership position in the industry and I'm extremely pleased with the vision we've established for the Company. Steve is an experienced and strong leader, who has been increasingly involved in determining the direction of the Company. His appointment as Chair recognizes his deep operating experience, leadership skills and wealth of strategic perspective." United Natural Foods' Board of Directors consists of 8 members, 5 of whom are independent. Annual Meeting Results The Company also announced the results of its Annual Meeting of Stockholders, held today at the Company's corporate offices located at 260 Lake Road, Dayville, CT 06241. United Natural Foods' stockholders elected three members to its Board of Directors, Richard Antonelli, Joseph M. Cianciolo and Stephen H. Townsend, each to serve a three year term as a Class I director until the Company's 2006 Annual Meeting of Stockholders. The Board presently consists of three classes of directors; each elected for a three-year term. Mr. Antonelli was elected to replace Kevin Michel who previously served on the Board of Directors as a Class I director. Stockholders also ratified the continuing appointment of KPMG LLP as United Natural Foods' independent auditors for fiscal year 2004. 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, 2004. About United Natural Foods United Natural Foods, Inc. carries and distributes over 32,000 products to more than 14,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. For more information on United Natural Foods, Inc., visit the Company's website at www.unfi.com. For more information on United Natural Foods, Inc., visit the Company's web-site at www.unfi.com. AT THE COMPANY: FINANCIAL RELATIONS BOARD - -------------------------------------------------------------------------------- Rick Puckett Joseph Calabrese Susan Garland Chief Financial Officer General Information Analyst Information (860) 779-2800 (212) 445-8434 (212) 445-8458 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that 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 quarterly report on Form 10-K filed with the Securities and Commission on October 22, 2003, 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. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so. -----END PRIVACY-ENHANCED MESSAGE-----