8-K 1 d812306d8k.htm FORM 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): October 28, 2014 (October 28, 2014)

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware |  | 0-19681 |  | 36-2419677
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification Number)

1703 North Randall Road, Elgin, Illinois 60123

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 289-1800

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 (see General Instruction A.2. below):

¨ | 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 7.01. Regulation FD Disclosure.

On October 29, 2014, members of management of John B. Sanfilippo & Son, Inc. (the “Registrant”) are making the presentation furnished as an exhibit hereto at the Registrant’s Annual Meeting of Stockholders. A copy of the presentation is attached hereto as Exhibit 99.1.

ITEM 8.01. Other Events.

On October 28, 2014, the Registrant issued a press release announcing that its Board of Directors (the “Board”) declared a special cash dividend (the “Dividend”) of $1.50 per share on all issued and outstanding shares of Common Stock of the Registrant and $1.50 per share on all issued and outstanding shares of Class A Common Stock of the Registrant. The Dividend will be paid on December 12, 2014 (the “Distribution Date”) to stockholders of record as of the close of business on December 3, 2014, subject to the Board not revoking the Dividend before the Distribution Date. A copy of the press release is attached hereto as Exhibit 99.2.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

The exhibits furnished herewith are listed in the Exhibit Index which follows the signature page of this Current Report on Form 8-K.

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.

|  |  |  | JOHN B. SANFILIPPO & SON, INC.
October 28, 2014 |  |  |  | By: |  | /s/ Michael J. Valentine
|  |  |  |  |  | Michael J. Valentine
|  |  |  |  |  | Chief Financial Officer, Group President
|  |  |  |  |  | and Secretary

EXHIBIT INDEX

Exhibit |  | Description
99.1 |  | Presentation at the Registrant’s Annual Meeting of Stockholders.
99.2 |  | Press Release, dated October 28, 2014.