0001299933-13-001708.txt : 20130925 0001299933-13-001708.hdr.sgml : 20130925 20130925170925 ACCESSION NUMBER: 0001299933-13-001708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130924 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130925 DATE AS OF CHANGE: 20130925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITEWAVE FOODS Co CENTRAL INDEX KEY: 0001555365 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 460631061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35708 FILM NUMBER: 131115056 BUSINESS ADDRESS: STREET 1: 1225 SEVENTEENTH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-635-4500 MAIL ADDRESS: STREET 1: 1225 SEVENTEENTH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 8-K 1 htm_48530.htm LIVE FILING The WhiteWave Foods Company (Form: 8-K)  

 

UNITED STATES
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):   September 24, 2013

The WhiteWave Foods Company
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-35708 46-0631061
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1225 Seventeenth Street, Suite 1000, Denver, Colorado   80202
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (303) 635-4500

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 3.02 Unregistered Sale of Equity Securities

On September 24, 2013, at a special meeting (the “special meeting”) of stockholders of The WhiteWave Foods Company (the “Company”), the Company’s stockholders approved a proposal (the “conversion proposal”) to convert (the “conversion”) all of the outstanding shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock”), into shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”).

Pursuant to the conversion, all of the 67,913,310 shares of Class B common stock outstanding were converted on a one-for-one basis into shares of Class A common stock in an issuance of securities exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to the Company’s amended and restated certificate of incorporation, the conversion became effective at the close of business on September 24, 2013.

Item 3.03 Material Modification to Rights of Security Holders

The information in Item 3.02 is incorporated by reference herein. The conversion had the following effects, among others, on the holders of the Company’s capital stock:

Voting Power. As a result of the conversion, the former holders of Class B common stock no longer have superior voting rights with respect to the election and removal of directors. All holders of the Company’s outstanding shares of capital stock now have identical voting rights for the election and removal of directors and with respect to all other matters submitted to a vote of the Company’s stockholders.

Delaware law and the Company’s amended and restated certificate of incorporation provide for certain separate class votes in specified circumstances. Effective upon the conversion, the Class B common stock ceased to be outstanding and such class votes are no longer applicable to the holders of the Company’s outstanding shares of capital stock.

Economic Equity Interests. The conversion had no impact on the economic equity interests of the holders of Class A common stock and the former holders of Class B common stock, including with respect to dividends, liquidation rights or redemption. After the conversion, the shares of Class A common stock held by former holders of Class B common stock and the shares of Class A common stock held by existing holders of Class A common stock represented the same proportions of the total outstanding shares of the Company’s common stock as they had immediately prior to the conversion.

Capitalization. The conversion had no impact on the total issued and outstanding shares of the Company’s common stock although it increased the number of shares of Class A common stock outstanding in an amount equivalent to the number of shares of Class B common stock outstanding immediately prior to the conversion. In addition, the conversion did not increase the total number of authorized shares of the Company’s capital stock. Immediately after the conversion, the authorized capital stock continued to consist of 1,700,000,000 shares of Class A common stock, 175,000,000 shares of Class B common stock and 170,000,000 shares of preferred stock. As a result of and after giving effect to the conversion, there were 173,230,015 shares of Class A common stock and zero shares of Class B common stock issued and outstanding, based on the number of shares outstanding as of the close of business on September 23, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the special meeting, the stockholders of the Company approved the conversion proposal and a proposal to adjourn the special meeting, if necessary or appropriate, with the following votes being cast:

1.   The stockholders approved the conversion, on a one-for-one basis, of all issued and outstanding shares of the Company’s Class B common stock into shares of the Company’s Class A common stock. The votes regarding this proposal were as follows:

                         
For   Against   Abstain  
Broker
Non-Votes
                       
 
  136,954,397       93,635       57,002    
0
                       
 

2.   The stockholders approved the proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of the proxies if there are not sufficient votes at the time of the special meeting to approve the foregoing proposal. The votes regarding this proposal were as follows:

                         
For   Against   Abstain  
Broker
Non-Votes
                       
 
  129,884,933       7,162,045       58,056    
0
                       
 

Item 8.01 Other Events

On September 24, 2013, the Company issued a press release announcing the approval of the conversion proposal and the effectiveness of the conversion. The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     
99
  Press release issued September 24, 2013

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.

         
    The WhiteWave Foods Company
          
September 25, 2013   By:   /s/ Roger E. Theodoredis
       
        Name: Roger E. Theodoredis
        Title: Executive Vice President, General Counsel and Secretary

Exhibit Index


     
Exhibit No.   Description
 
99
  Press release issued September 24, 2013
EX-99 2 exhibit1.htm EX-99 EX-99

Exhibit 99

WHITEWAVE STOCKHOLDERS APPROVE CONVERSION OF
CLASS B SHARES INTO CLASS A SHARES
Conversion of Class B Shares into Class A Shares will be Effective at Close of Business Today
and will
Result in One Class of Common Stock with Identical Voting Rights

Denver, CO – September 24, 2013 – The WhiteWave Foods Company (“WhiteWave”) (NYSE: WWAV) today announced that its stockholders, at a special meeting of stockholders held this morning, approved a proposal to convert all of the outstanding shares of WhiteWave’s Class B common stock into shares of WhiteWave’s Class A common stock. As a result of this stockholder approval, effective at the close of business today, each issued and outstanding share of Class B common stock will be converted into one share of Class A common stock. WhiteWave’s Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WWAV”. As a result of and after giving effect to the conversion, there will be 173,230,015 shares of Class A common stock and zero shares of Class B common stock issued and outstanding, based on the number of shares outstanding as of the close of business on September 23, 2013.

Stockholders do not need to take any action to convert their Class B common stock into Class A common stock. Any shares of Class B common stock held in brokerage accounts will be automatically adjusted by the broker to reflect the conversion, and any existing stock certificates validly issued for shares of Class B common stock will automatically represent shares of Class A common stock.

Prior to open of trading on September 25, 2013, trading in the Class B common stock (WWAV.B) on the NYSE will be suspended. The Class A common stock will continue to trade under the symbol WWAV and the CUSIP number for the Class A common stock will remain 966244105.

Adoption of this proposal has no additional effect on WhiteWave’s capital structure or on the substantive rights of holders of shares of Class A common stock or Class B common stock, except for the elimination of the different voting powers and rights of the two classes. As a result of the approval of the proposal, all holders of our common stock will have identical voting rights in all respects.

ABOUT THE WHITEWAVE FOODS COMPANY
The WhiteWave Foods Company is a leading consumer packaged food and beverage company that manufactures, markets, distributes, and sells branded Plant-based Foods and Beverages, Coffee Creamers and Beverages, and Premium Dairy products throughout North America and Europe. The Company is focused on providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly produced products. The Company’s widely-recognized, leading brands distributed in North America include Silk® Plant-based Foods and Beverages, International Delight® and LAND O LAKES® Coffee Creamers and Beverages, and Horizon Organic® Premium Dairy products. Its popular European brands of Plant-based Foods and Beverages include Alpro® and Provamel®.

     
CONTACTS    
Investor Relations:
  Media:
 
   
Dave Oldani
+1 (303) 635-4747
  Molly Keveney
+1 (303) 635-4529