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): June 27, 2016
Blue Buffalo Pet Products, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37510 | 46-0552933 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
11 River Road
Wilton, CT 06897
(Address of Principal Executive Offices) (Zip Code)
(203) 762-9751
(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 8.01 | Other Events. |
On June 27, 2016, Blue Buffalo Pet Products, Inc. (the “Company”) issued a press release announcing the commencement of the secondary offering of shares of its common stock (the “Offering”) pursuant to a registration statement on Form S-1, filed with the Securities and Exchange Commission. Existing stockholders of the Company are selling 15,000,000 shares of common stock in the Offering. The underwriters in the Offering will have a 30-day option to purchase up to an additional 2,250,000 shares of common stock. In connection with the Offering, the Company has disclosed that in April and May 2016, the Company’s business continued to grow consistent with its performance for the first quarter of 2016.
The Company is not offering any shares of common stock in the proposed Offering and will not receive any proceeds from the sale of shares in the proposed Offering.
A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release issued by Blue Buffalo Pet Products, Inc. dated June 27, 2016. | |
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.
| BLUE BUFFALO PET PRODUCTS, INC. | ||
| By: | /s/ Kurt T. Schmidt | |
| Name: | Kurt T. Schmidt | |
| Title: | Chief Executive Officer | |
Date: June 27, 2016
Index to Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued by Blue Buffalo Pet Products, Inc. dated June 27, 2016. | |
Exhibit 99.1
Blue Buffalo Announces Launch of Secondary Offering
WILTON, CT, June 27, 2016 – Blue Buffalo Pet Products, Inc. (Nasdaq: BUFF) (“Blue Buffalo”) today announced the commencement of the secondary offering of shares of its common stock pursuant to a registration statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”). Existing stockholders of Blue Buffalo are selling 15,000,000 shares of common stock in the offering. The underwriters in the offering will have a 30-day option to purchase up to an additional 2,250,000 shares of common stock.
Blue Buffalo is not offering any shares of common stock in the proposed offering and will not receive any proceeds from the sale of shares in the proposed offering.
J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as joint book-running managers for the proposed offering and as representatives of the underwriters. Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are also acting as joint book-running managers for the proposed offering. Wells Fargo Securities, LLC is acting as co-manager for the proposed offering.
A registration statement on Form S-1 relating to the proposed offering has been filed with the Commission but has not yet become effective. The shares to be registered may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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. A copy of the prospectus related to the offering may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204; or Citigroup Global Markets Inc., c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, or by telephone at (800) 831-9146.
About Blue Buffalo
Blue Buffalo, based in Wilton, CT, is the nation’s leading natural pet food company, and provides natural foods and treats for dogs and cats under its BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet lines.
Forward Looking Statements
The statements contained in this release that are not historical facts are forward-looking statements. These forward-looking statements are based on Blue Buffalo’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond Blue Buffalo’s control. Any forward-looking statement in this release speaks only as of the date of this release. Blue Buffalo undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.