-----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, Vpm36p2MYsp+hzSiQYiBedAQ9UMg6WPP7orA0j3vhjc34g0Kif3zUnco6+Bf+Fi8 Np6tN5o62ClbaDqgDkk3Cg== 0001284084-07-000044.txt : 20070807 0001284084-07-000044.hdr.sgml : 20070807 20070807161026 ACCESSION NUMBER: 0001284084-07-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070807 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070807 DATE AS OF CHANGE: 20070807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIFIRST CORP CENTRAL INDEX KEY: 0000717954 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 042103460 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08504 FILM NUMBER: 071031760 BUSINESS ADDRESS: STREET 1: 68 JONSPIN RD CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: (978) 658-8888 MAIL ADDRESS: STREET 1: 68 JONSPIN ROAD CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE UNIFORM SERVICES CORP/MA DATE OF NAME CHANGE: 19840410 8-K 1 form8k-unt_shares.htm ISSUANCE OF RESTRICTED SHARES TO UNITECH

 

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):

August 7, 2007

 

UNIFIRST CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Massachusetts

1-8504

 

04-2103460

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

68 Jonspin Road

Wilmington, Massachusetts 01887

(978) 658-8888

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (978) 658-8888

 

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:

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 3.02.  Unregistered Sales of Equity Securities.

 

On August 7, 2007, UniFirst Corporation (the “Company”) issued 1,297,482 shares (the “Shares”) of its Common Stock, par value $0.10 per share, to UniTech Services Group, Inc., its wholly-owned subsidiary (“UniTech”). The Company issued the Shares in connection with the merger of UR Corporation, a subsidiary of the Company, into the Company (the “Merger”) and in exchange for UniTech’s shares of UR Corporation. Since the Shares are owned by a wholly-owned subsidiary of the Company, they will not vote on any matters or be deemed to be outstanding for purposes of the Company’s consolidated financial results.

 

The Shares were issued in a private transaction in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933 (the “Securities Act”).  The basis for relying on this exemption is that the issuance of the Shares to UniTech as consideration for the Merger was a privately negotiated transaction that did not involve a general solicitation. The Shares may not be transferred except pursuant to a registration statement which has become effective under the Securities Act or pursuant to an exemption from such registration. The Company is not obligated to register the Shares under the Securities Act or to list the Shares on a securities exchange.

 

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.

 

 

Dated: August 7, 2007

UNIFIRST CORPORATION

 

 

 

By: /s/ Ronald D. Croatti

Name: Ronald D. Croatti

Title: Chief Executive Officer and President

 

 

 

 

 

By: /s/ John B. Bartlett

Name: John B. Bartlett

Title: Senior Vice President and Chief Financial Officer

 

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