FLOWERS FOODS, INC.

0000950144-07-005527.txt : 20070607 0000950144-07-005527.hdr.sgml : 20070607 20070607085918 ACCESSION NUMBER: 0000950144-07-005527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070606 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070607 DATE AS OF CHANGE: 20070607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS FOODS INC CENTRAL INDEX KEY: 0001128928 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 582582379 STATE OF INCORPORATION: GA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16247 FILM NUMBER: 07905450 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 8-K 1 g07814e8vk.htm FLOWERS FOODS, INC. FLOWERS 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): June 7, 2007 (June 6, 2007)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)


Georgia	1-16247	58-2582379

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1919 Flowers Circle, Thomasville, GA		31757

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (229) 226-9110

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 6, 2007, Flowers Foods, Inc. (the “Company”) filed Articles of Amendment to the Company’s Restated Articles of Incorporation with the Secretary of State of Georgia. The Articles of Amendment became effective upon filing. The Articles of Amendment amended the Company’s Restated Articles of Incorporation to increase the number of authorized shares of its common stock, par value $.01 per share. The increase in the authorized shares of common stock was necessary to accommodate a three-for-two stock split declared by the Company’s board of directors on June 1, 2007. The laws of the State of Georgia permit the board of directors to increase the number of authorized shares to accommodate a stock split without shareholder approval. A copy of the Articles of Amendment is filed with this Report as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this Report:


Exhibit Number		Description


3.1		Articles of Amendment, dated June 5, 2007, to Flowers Foods, Inc.’s Restated Articles of Incorporation, filed with the Secretary of State of Georgia on June 6, 2007.

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.


		FLOWERS FOODS, INC.

	By:	/s/ Stephen R. Avera

		Name: Stephen R. Avera
		Title: Sr. Vice-President, Secretary and General Counsel

Date: June 7, 2007

EXHIBIT INDEX


Exhibit Number		Description


3.1		Articles of Amendment, dated June 5, 2007, to Flowers Foods, Inc.’s Restated Articles of Incorporation, filed with the Secretary of State of Georgia on June 6, 2007.

EX-3.1 2 g07814exv3w1.htm EX-3.1 ARTICLES OF AMENDMENT DATED JUNE 5, 2007 EX-3.1 ARTICLES OF AMENDMENT DATED JUNE 5, 2007

EXHIBIT 3.1

ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION OF
FLOWERS FOODS, INC.

In accordance with Section 14-2-1006 of the Georgia Business Corporation Code (the “Code”), Flowers Foods, Inc. (the “Company”), a corporation organized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:

	1.		The name of the Company is Flowers Foods, Inc.

	2.		The first paragraph of Article I, Section 1 of the Company’s Restated Articles of Incorporation is hereby amended by being deleted in its entirety and by substituting in lieu thereof the following:

“SECTION 1. Authorized Capital Stock. The Corporation shall have the authority to issue not more than one hundred and twenty one million (121,000,000) shares of capital stock consisting of one hundred and twenty million (120,000,000) shares of Common Stock having a par value of $.01 per share, and one million (1,000,000) shares of Preferred Stock of which: (i) one hundred thousand (100,000) shares shall be designated Series A Junior Participating Preferred Stock, having a par value per share of $100 (the “Series A Preferred Stock”) and (ii) nine hundred thousand (900,000) shares of preferred stock, having a par value per share of $0.01 (the “Preferred Stock”) to be issued in one or more series, in the manner provided below.”

	3.		The amendment was duly adopted on June 1, 2007, by the Company’s Board of Directors.

	4.		The Board of Directors adopted the amendment without shareholder approval. Shareholder approval was not required to adopt the amendment pursuant to Section 14-2-1002(6) of the Code.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by the undersigned duly authorized officer, this 5^th day of June, 2007.


		FLOWERS FOODS, INC.

		By:		/s/ Stephen R. Avera

		Name:		Stephen R. Avera
		Title:		Senior Vice President, Secretary and General Counsel