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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 8, 2005
UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21531 05-0376157
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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)
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Check the appropriate box below if the Form 8-K/A 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))
Item 1.01. Entry into a Material Definitive Agreement.
On December 8, 2005, at a regularly scheduled meeting of the Board of Directors
of United Natural Foods, Inc. (the "Company"), the Company's officers and
directors, Michael S. Funk, Thomas B. Simone, Rick D. Puckett, Richard
Antonelli, Gordon D. Barker, Joseph M. Cianciolo, Gail A. Graham, James P.
Heffernan, Daniel V. Atwood, Michael Beaudry, Thomas A. Dziki, Gary A. Glenn and
Mark E. Shamber, were granted an aggregate of 62,640 restricted shares of the
Company's Common Stock, par value $0.01 per share ("Common Stock"), and options
to purchase an aggregate of 84,168 shares of Common Stock at an exercise price
per share of $25.37, which represented the closing selling price per share of
Common Stock on the Nasdaq National Market on December 8, 2005. 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 United Natural
Foods, Inc. 2002 Stock Incentive Plan or the United Natural Foods, Inc. 2004
Equity Incentive Plan, copies of which are on file with the Securities and
Exchange Commission. The awards were granted in accordance with the forms of
agreements under the plans, copies of which are on file with the Securities and
Exchange Commission and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 8, 2005, the Company issued a press release announcing a new Chair
of its Board of Directors, the promotions of several members of its senior
management, and the results of its 2005 Annual Meeting of Stockholders. A copy
of this press release is attached as an exhibit to this Form 8-K.
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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99.1 Press release, dated December 8, 2005: United
Natural Foods, Inc. Names Thomas B. Simone Chair
of the Board of Directors and Announces Senior
Management Promotions
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
Executive Vice President, Chief
Financial Officer and Treasurer
Date: December 12, 2005