8-K 1 a2031906z8-k.txt 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) May 22, 2000 MICHAEL FOODS, INC. ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MINNESOTA ---------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-15638 41-0498850 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) Suite 324, Park National Bank Bldg. 5353 Wayzata Boulevard Minneapolis, Minnesota 55416 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (612) 546-1500 N/A ---------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On May 22, 2000, Michael Foods, Inc. ("the Company") announced that it had recently completed stock repurchases of 1.5 million shares, exhausting repurchase authorizations, and that its Board of Directors authorized the purchase of up to an additional 0.5 million shares of the Company's common stock on the open market or in privately negotiated transactions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit is filed herewith: EXHIBIT NUMBER DESCRIPTION -------------- ----------- 10.78 Shareholder Agreement dated as of May 22, 2000 by and between Michael Foods, Inc. and existed Shareholders of Michael Foods, Inc. 99 News release of Michael Foods, Inc., issued May 22, 2000, regarding share repurchases and a new authorization. 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. MICHAEL FOODS, INC. Dated: May 26, 2000 By: /s/ John D. Reedy ----------------- John D. Reedy, Executive Vice President Chief Financial Officer and Treasurer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE -------------- ----------- ---- 10.78 Shareholder Agreement dated as of May 22, 2000 by and between Michael Foods, Inc. and existed Shareholders of Michael Foods, Inc. 99 News release of Michael Foods, Inc., issued May 22, 2000, regarding share repurchases and a new authorization.