8-K 1 f07498e8vk.htm FORM 8-K e8vk
 

 
 

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): March 30, 2005

DEL MONTE FOODS COMPANY

 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001-14335   13-3542950
         
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         
One Market @ The Landmark
   
San Francisco, California
  94105
     
(Address of Principal Executive Offices)
  (Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

 
(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))

 
 

 


 

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 30, 2005, the Board of Directors of Del Monte Foods Company appointed Victor L. Lund as a director of the Company, to fill an existing vacancy on the Company’s Board of Directors. Mr. Lund was appointed as a Class I director and consequently will hold office until the Company’s 2007 Annual Meeting of Stockholders, subject to his earlier resignation, removal or death.

Mr. Lund has not been appointed to any committee of the Company’s Board of Directors. Currently, the Board does not anticipate making any such appointments until its meeting following the 2005 Annual Meeting of Stockholders, at which time, in accordance with the Company’s regular corporate calendar, the Board will make appointments to its various standing committees.

On March 30, 2005, the Board of Directors of Del Monte Corporation, the Company’s wholly-owned operating subsidiary, also appointed Mr. Lund as a director of Del Monte Corporation.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On March 31, 2005, Del Monte Foods Company announced via press release the appointment of Victor L. Lund to the Del Monte Foods Company Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

The information contained in this Item 9.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

     (c)     Exhibits.

2


 

     
Exhibit   Description
 
   
99.1
  Del Monte Foods Company Press Release dated March 31, 2005.

3


 

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.
         
  Del Monte Foods Company
 
 
Date: March 31, 2005  By:   /s/ James Potter    
    Name:   James Potter   
    Title:   Secretary   

4


 

         

EXHIBIT INDEX

     
Exhibit   Description
 
   
99.1
  Del Monte Foods Company Press Release dated March 31, 2005.

5