-----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, J9xzBcHplrOeEQCJjdhj+sM6zxuwKk2GkUyGvzhmwouibE05x7yzTFAvaQ+3Qhiw +eBFjwZB1oamAnDVVG852Q== 0001171520-06-000410.txt : 20061010 0001171520-06-000410.hdr.sgml : 20061009 20061010141408 ACCESSION NUMBER: 0001171520-06-000410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061009 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 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: 0729 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 061137146 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 eps2273.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): October 9, 2006 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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) ================================================================================ 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: |_| 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (c) On October 9, 2006, United Natural Foods, Inc. (the "Company") announced the promotion of Mark E. Shamber to the position of Vice President, Chief Financial Officer and Treasurer from Vice President, Chief Accounting Officer and Corporate Controller. Mr. Shamber, age 37, had served as the Company's Acting Chief Financial Officer and Treasurer since January 2006. Mr. Shamber has served as Vice President of the Company since August 2005, as the Company's Chief Accounting Officer since January 2006 and as the Company's Corporate Controller since June 2003. From February 1995 until June 2003, prior to joining the Company, he worked for the international accounting firm of Ernst & Young LLP within the assurance and advisory business systems practice, serving in various positions of increasing responsibility up to and including senior manager. Prior to that, Mr. Shamber worked within the finance department at Reebok International Ltd. He is a member of the AICPA and MSCPA and holds a CPA license from the Commonwealth of Massachusetts. Mr. Shamber graduated from Bentley College in Waltham, Massachusetts with a BS in Accountancy. The Company presently does not intend to enter into a formal employment agreement with Mr. Shamber. A copy of the press release announcing Mr. Shamber's promotion and the promotion of Lisa N'Chonon to the position of Corporate Controller of the Company is filed as Exhibit 99.1 hereto. Item 9.01. 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 October 9, 2006: United Natural Foods, Inc. Appoints Mark E. Shamber as Chief Financial Officer. 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/ Mark E. Shamber ------------------------------ Mark E. Shamber Vice President and Chief Financial Officer Date: October 10, 2006 EX-99.1 2 ex99-1.txt PRESS RELEASE Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] UNITED NATURAL FOODS, INC. APPOINTS MARK E. SHAMBER AS CHIEF FINANCIAL OFFICER Lisa N'Chonon Named Corporate Controller Dayville, Connecticut - October 9, 2006 - United Natural Foods, Inc. (NASDAQ: UNFI) today announced the promotion of Mark E. Shamber to the position of Vice President, Chief Financial Officer and Treasurer from Vice President, Chief Accounting Officer and Corporate Controller. Mr. Shamber, age 37, has served as the Company's Acting Chief Financial Officer and Treasurer since January 2006. The Company also announced that Lisa N'Chonon, CPA, who has served as Assistant Corporate Controller since April 2004, has been promoted to Corporate Controller. Michael Funk, United Natural Foods' President and Chief Executive Officer, commented, "Mark has been a dedicated and valuable member of the United Natural Foods team since 2003 and has seamlessly handled the responsibilities as Acting Chief Financial Officer since the beginning of 2006. He has been a key contributor to United Natural Foods' success and we are confident in his ability to assume this position." Mr. Funk added, "We look to grow and promote our people from within our organization and are pleased to announce the promotion of Lisa N'Chonon to Corporate Controller. Lisa's promotion is a well-deserved acknowledgment of her skills and numerous contributions to our accounting and finance operations." Mark Shamber has served as Vice President since August 2005, as the Company's Chief Accounting Officer since January 2006 and as the Company's Corporate Controller since June 2003. From February 1995 until June 2003, prior to joining UNFI, he worked for the international accounting firm of Ernst & Young LLP within the assurance and advisory business systems practice, serving in various positions of increasing responsibility up to and including senior manager. Prior to that, Mr. Shamber also worked within the finance department at Reebok International Ltd. He is a member of the AICPA and MSCPA and holds a CPA license from the Commonwealth of Massachusetts. Mr. Shamber graduated from Bentley College in Waltham, Massachusetts with a BS in Accountancy. Lisa N'Chonon has served as the Company's Assistant Corporate Controller since April 2004. From September 1999 until March 2004, prior to joining UNFI, she worked for the international accounting firm of Deloitte & Touche LLP within its assurance and advisory services practice, serving in various positions of increasing responsibility up to and including manager. Ms. N'Chonon also worked within the corporate finance department at Applera Corporation. She is a member of the AICPA and holds a CPA license from the State of Connecticut. Ms. N'Chonon is a graduate of the University of Connecticut with a BS in Accounting. About United Natural Foods United Natural Foods, Inc. carries and distributes more than 40,000 products to more than 20,000 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. United Natural Foods was ranked by Forbes in 2005 as one of the "Best Managed Companies in America," ranked by Fortune in 2006 as one of its "Most Admired Companies," and ranked by Business Ethics as one of its "100 Best Corporate Citizens for 2006." For more information on United Natural Foods, Inc., visit the Company's website at http://www.unfi.com. UNITED NATURAL FOODS FINANCIAL RELATIONS BOARD Mark E. Shamber Joseph Calabrese Chief Financial Officer General Information (860) 779-2800 (212) 827-3772 "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-Q filed with the Commission on June 8, 2006, 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-----