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): January 17, 2017
INVENTURE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-14556 |
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86-0786101 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
5415 E. High St., Suite 350, Phoenix, AZ |
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85054 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (623) 932-6200
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2017, Mr. David L. Meyers informed Inventure Foods, Inc. (the Company) of his decision to resign from the Board of Directors of the Company (the Board), effective as of such date. Mr. Meyers decision to resign was due to his full-time commitment as the newly-appointed Interim Chief Executive Officer and Chief Operating Officer of Del Monte Foods, Inc. (Del Monte), and did not result from any disagreement with the Company. Mr. Meyers agreement with Del Monte provides that he must devote his full time and attention to his new positions and will not serve on the board of any other company. Mr. Meyers joined the Board in May 2013 and serves as the Chairman of the Board and member of the Compensation Committee of the Board.
Mr. Timothy A. Cole has been appointed by the Board as interim Chairman to fill the vacancy created by Mr. Meyers departure. Mr. Cole has served as a member of the Board since May 2014 and currently serves as a member of the Boards Compensation Committee.
Item 8.01. Other Events.
As previously announced in July 2016, the Company and its Board commenced a strategic and financial review process with the objective of increasing shareholder value. While this process remains ongoing, the Company continues to explore pursuing value-enhancing initiatives, including capital structure optimization, a sale of the Company, a sale of certain assets of the Company or other business combination. No assurance can be given that this strategic and financial review will result in any specific action, or any assurance as to its outcome or timing. The Company does not intend to comment further on this process until its Board approves a specific action or concludes its review. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press release reporting director resignation and providing update regarding strategic review process.
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.
Date: January 17, 2017
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INVENTURE FOODS, INC. | ||
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By: |
/s/ Steve Weinberger | |
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Name: |
Steve Weinberger |
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Title: |
Chief Financial Officer |
Exhibit 99.1
Inventure Foods Announces Changes to Board of Directors
Company Remains Committed to Ongoing Strategic and Financial Review to Increase Shareholder Value
PHOENIX, January 17, 2017 (GLOBE NEWSWIRE) Inventure Foods, Inc. (NASDAQ: SNAK) (Inventure Foods or the Company), a leading specialty food marketer and manufacturer, announced Mr. David L. Meyers, a member of its Board of Directors will step down from the Board, effective today, to fulfill his full-time commitment as the newly-appointed Interim Chief Executive Officer and Chief Operating Officer of Del Monte Foods, Inc. (Del Monte). Mr. Meyers agreement with Del Monte provides that he must devote his full time and attention to his new positions and will not serve on the board of any other company. Mr. Meyers joined the Inventure Foods Board in May 2013 and serves as the Chairman of the Board and member of the Compensation Committee of the Board.
Mr. Timothy A. Cole has been appointed by the Board as Interim Chairman to fill the vacancy created by Mr. Meyers departure. Mr. Cole has served as a member of the Board since May 2014 and currently serves as a member of the Boards Compensation Committee.
Terry McDaniel, Chief Executive Officer of the Company, commented, On behalf of the Board and management, I would like to congratulate Dave on his new assignment and thank him for his commitment, contributions and leadership on our Board over the last several years. I would also like to welcome Tim to his new Board role and look forward to continuing work with him going forward.
In addition, Inventure Foods remains committed to its ongoing strategic and financial review with the objective to increase shareholder value as previously announced on July 27, 2016. This review continues to explore the pursuit of value-enhancing initiatives including capital structure optimization, a sale of the Company, a sale of certain assets of the Company or other business combination. There can be no assurance that this strategic and financial review will result in any specific action, or any assurance as to its outcome or timing. The Company does not intend to comment further regarding the strategic and financial review until the Board of Directors approves a specific action or concludes its review.
The Board of Directors remains committed to increasing shareholder value through our ongoing comprehensive strategic and financial review of the business, said Timothy A. Cole, Interim Chairman of Inventure Foods.
About Inventure Foods
With manufacturing facilities in Arizona, Indiana, Washington, Oregon and Georgia, Inventure Foods, Inc. (Nasdaq:SNAK) is a marketer and manufacturer of specialty food brands in better-for-you and indulgent categories under a variety of Company owned and licensed brand names, including Boulder Canyon Foods, Jamba®, Seattles Best Coffee®, Rader Farms®, TGI Fridays, Nathans Famous®, Vidalia Brands®, Poore Brothers®, Tato Skins®, Willamette Valley Fruit Company, Fresh Frozen, Bobs Texas Style® and Sin In A Tin. For further information about Inventure Foods, please visit www.inventurefoods.com.
Note Regarding Forward-looking Statements
This press release contains forward-looking statements, including, but not limited to, the Companys ability to improve its operational and financial performance, execute its strategic initiatives and pursue value-enhancing initiatives. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ from the forward-looking statements contained in this press release and that may affect the Companys prospects in general include, but are not limited to, general economic conditions, increases in cost or availability of ingredients, packaging, energy and employees, price competition and industry consolidation, ability to execute strategic initiatives, product recalls or safety concerns, disruptions of supply chain or information technology systems, customer acceptance of new products and changes in consumer preferences, food industry and regulatory factors, interest rate risks, dependence upon major customers, dependence upon existing and future license agreements, the possibility that the Company will need additional financing due to future operating losses or in order to implement the Companys business strategy, acquisition and divestiture-related risks, the volatility of the market price of the Companys common stock, and such other factors as are described from time to time in the Companys filings with the Securities and Exchange Commission. All forward-looking statements are based on information available to the Company as of the date of this news release, and the Company assumes no obligation to update such statements.
Contact
Katie Turner, ICR (646) 277-1200