8-K

As filed with the Securities and Exchange Commission on September 18, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  September 18, 2009

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-32316	13-3918742
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Four Gatehall Drive, Suite 110, Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (973) 401-6500

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 8.01.  Other Events.

On September 18, 2009, B&G Foods issued a press release announcing the closing of our public offering of 10,000,000 shares of our Class A common stock at a price of $8.00 per share.

After deducting underwriting discounts and commissions, B&G Foods has received proceeds of $75.6 million.  B&G Foods expects to use the proceeds of the offering, after deducting other offering expenses, for general corporate purposes, which may include, among other things, the future repayment or retirement of a portion of B&G Foods’ long-term debt, including, without limitation, our 8% senior notes due 2011 or our 12% senior subordinated notes due 2016.

A copy of the press release announcing the closing of the offering is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)       Exhibits.

99.1 Press Release dated September 18, 2009

2

SIGNATURE

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.

	B&G FOODS, INC.
Dated: September 18, 2009	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

3

EX-99.1

Exhibit 99.1

B&G Foods Announces Closing of Public Offering of Class A Common Stock

PARSIPPANY, N.J., September 18, 2009 — B&G Foods, Inc. (NYSE: BGS, BGF), a manufacturer and distributor of high quality, shelf-stable foods, announced today the closing of its public offering of 10,000,000 shares of its Class A common stock at $8.00 per share.  In connection with the offering, B&G Foods has granted to the underwriters an option for a period of 30 days to purchase up to an additional 1,500,000 shares of Class A common stock.

B&G Foods’ Class A common stock is listed on the New York Stock Exchange under the symbol “BGS” and trades separately from B&G Foods’ Enhanced Income Securities (EISs), which are listed on the New York Stock Exchange under the symbol “BGF.”

The proceeds of the offering, after deducting underwriting discounts and commissions, were $75.6 million.  B&G Foods expects to use the proceeds of the offering, after deducting other offering expenses, for general corporate purposes, which may include, among other things, the future repayment or retirement of a portion of B&G Foods’ long-term debt, including, without limitation, its 8% senior notes due 2011 or its 12% senior subordinated notes due 2016.

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and BofA Merrill Lynch acted as joint book-running managers, and Goldman, Sachs & Co. and RBC Capital Markets Corporation acted as co-managers of the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The offering is being made only by means of a prospectus and the related prospectus supplement included as part of an effective shelf registration statement previously filed with the Securities and the Exchange Commission.

Interested persons may obtain copies of the prospectus and the related final prospectus supplement from Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010;  Barclays Capital Inc., c/o Broadridge Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717; or BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attention: Prospectus Department.

About B&G Foods, Inc.

B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, shelf-stable foods across the United States, Canada and Puerto Rico.  B&G Foods’ products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, marinades, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers and other specialty food products.  B&G Foods competes in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution. Based in Parsippany, New Jersey, B&G Foods’ products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Brer Rabbit, Cream of Rice, Cream of Wheat, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil, Regina, Sa-són, Trappey’s, Underwood, Vermont Maid and Wright’s.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.”  The forward-looking statements contained in this press release include, without limitation, statements related to our expected use of proceeds from the offering.  Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal 2008 filed on March 5, 2009.  B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations: ICR, Inc. Don Duffy 866-211-8151 Media Relations: ICR, Inc. Matt Lindberg 203-682-8214