-----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, Dc2a5MAbDZHNnP8E5i5JASSPhLAk6n5FlM38CP3O2u71WDj75qyJr2fHnypDzPx2 js56/Es5/myhmYwP+7fYTQ== 0001171520-04-000097.txt : 20040319 0001171520-04-000097.hdr.sgml : 20040319 20040319153244 ACCESSION NUMBER: 0001171520-04-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040318 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040319 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: 04680075 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 eps1410.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): March 18, 2004 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 March 18, 2004, announcing a two-for-one split of the Company's common stock. Item 9. Regulation FD Disclosure On March 18, 2004, the Company issued a press release announcing a two-for-one split of its common stock. 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: March 18, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated March 18, 2004, announcing a two-for-one split of the Company's common stock. EX-99.1 3 ex99-1.txt [UNITED NATURAL FOODS, INC. LETTERHEAD] FOR IMMEDIATE RELEASE March 18, 2004 UNITED NATURAL FOODS ANNOUNCES TWO-FOR-ONE SPLIT OF COMMON STOCK Dayville, Connecticut - March 18, 2004 -- United Natural Foods, Inc. (Nasdaq: UNFI), today announced that its Board of Directors approved a two-for-one split of the Company's common stock that will be payable in the form of a stock dividend. Stockholders will receive one additional share of the Company's common stock for each share of common stock held on the record date of March 29, 2004. The additional shares will be delivered on or about April 19, 2004 by the Company's transfer agent, Continental Stock Transfer & Trust Company. As of March 17, 2004, the Company had approximately 19.8 million shares of common stock outstanding. Following payment of the dividend, this number will increase to approximately 39.6 million. The market price for the Company's common stock, as reported by the Nasdaq National Market, will reflect the stock split beginning on April 20, 2004. "We are pleased to announce our first stock split as a public company, which creates an opportunity to broaden our shareholder base and increase the availability of our common stock for trading," said Steven Townsend, Chief Executive Officer of United Natural Foods. "We have experienced solid growth over the last few years and believe our focused business strategy, combined with our position as America's premier Natural and Certified Organic distributor, provides the foundation for delivering continuous, long-term value for our stockholders." 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 web-site at www.unfi.com. AT THE COMPANY: FINANCIAL RELATIONS BOARD: Rick D. Puckett 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 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 the Company's dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on March 16, 2004, 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-----