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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): December 1, 2004
UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21531 05-0376157
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
260 Lake Road
Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code)
(860) 779-2800 (Registrant's Telephone
Number, Including Area Code)
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:
|_| 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))
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Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2004, officers and directors of the United Natural Foods, Inc.
(the "Company"), comprised of Steve Townsend, Rick Antonelli, Michael Funk,
Gordon Barker, Joseph Cianciolo, Gail Graham, James Heffernan, Thomas Simone,
Rick Puckett, Daniel Atwood, Di Ann Sanchez, Michael Beaudry, Thomas Dziki and
Gary Glenn, were granted options to purchase an aggregate of 836,350 shares of
the Company's Common Stock, par value $0.01 per share, at an exercise price per
share of $28.14, which represented the closing selling price per share of the
Common Stock on the Nasdaq National Market on December 1, 2004. All of the
awards were granted pursuant to the stockholder-approved United Natural Foods,
Inc. Amended and Restated 1996 Stock Option Plan, as amended (the "1996 Plan"),
a copy of which is on file with the Securities and Exchange Commission as
exhibits to the Company's Definitive Proxy Statement for the year ended July 31,
2000. In the future, the Company also may grant its officers and directors stock
option awards pursuant to the stockholder-approved United Natural Foods, Inc.
2002 Stock Incentive Plan (the "2002 Plan"), a copy of which is on file with the
Securities and Exchange Commission as an exhibit to the Company's Annual Report
on Form 10-K for the year ended July 31, 2003. Forms of individual agreements
typically used in connection with qualified incentive stock option grants and
non-qualified incentive stock option grants under the 1996 Plan, including the
grants to the Company's officers and directors referenced above, are attached
hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference. In addition, forms of individual agreements typically used in
connection with qualified incentive stock option grants and non-qualified
incentive stock option grants under the 2002 Plan are attached hereto as
Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.
At the Company's Annual Meeting of Stockholders held on December 1, 2004,
stockholders approved the Company's 2004 Equity Incentive Plan, a copy of which
is on file with the Securities and Exchange Commission as an exhibit to the
Company's Definitive Proxy Statement for the year ended July 31, 2004.
Item 7.01. Regulation FD Disclosure.
On December 3, 2004, the Company issued a press release announcing that its
Board of Directors has authorized the Company to repurchase up to $50 million of
its outstanding common shares, or approximately 4.5%, based on the closing price
of the Company's common stock on December 1, 2004. A copy of this press release
is attached hereto as Exhibit 99.1.
On December 6, 2004, the Company issued a press release announcing the
re-election of three directors to the Company's Board of Directors, the adoption
of the Company's 2004 Equity Incentive Plan, and the results of the Company's
Annual Meeting of Stockholders. A copy of this press release is attached hereto
as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits.
Exhibit No. Description
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10.1 Form of Qualified Incentive Stock Option Agreement
pursuant to the United National Foods, Inc.
Amended and Restated 1996 Stock Option Plan.
10.2 Form of Non-Qualified Incentive Stock Option
Agreement pursuant to the United National Foods,
Inc. Amended and Restated 1996 Stock Option Plan.
10.3 Form of Qualified Incentive Stock Option Agreement
pursuant to the United National Foods, Inc. 2002
Stock Incentive Plan.
10.4 Form of Non-Qualified Incentive Stock Option
Agreement pursuant to the United National Foods,
Inc. 2002 Stock Incentive Plan.
99.1 Press release, dated December 3, 2004: United
Natural Foods Announces Stock Buy-Back Program
99.2 Press release, dated December 6, 2004: United
Natural Foods Announces 2004 Annual Meeting
Results
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.
UNITED NATURAL FOODS, INC.
By: /s/ Rick D. Puckett
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Rick D. Puckett
Vice President, Treasurer and Chief
Financial Officer
Date: December 7, 2004
EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Qualified Incentive Stock Option Agreement pursuant to
the United National Foods, Inc. Amended and Restated 1996
Stock Option Plan.
10.2 Form of Non-Qualified Incentive Stock Option Agreement
pursuant to the United National Foods, Inc. Amended and
Restated 1996 Stock Option Plan.
10.3 Form of Qualified Incentive Stock Option Agreement pursuant to
the United National Foods, Inc. 2002 Stock Incentive Plan.
10.4 Form of Non-Qualified Incentive Stock Option Agreement
pursuant to the United National Foods, Inc. 2002 Stock
Incentive Plan.
99.1 Press release, dated December 3, 2004: United Natural Foods
Announces Stock Buy-Back Program
99.2 Press release, dated December 6, 2004: United Natural Foods
Announces 2004 Annual Meeting Results