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 8, 2010
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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0-19681
(Commission File Number)
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36-2419677
(I.R.S. Employer Identification Number) |
1703 North Randall Road, Elgin, Illinois 60123-7820
(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):
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))
John B. Sanfilippo & Son, Inc. (the “Company”) submits the following information:
Item 1.01. Entry into a Material Definitive Agreement
On March 8, 2010, the Company entered into a First Amendment to Credit Agreement with Wells Fargo
Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and administrative agent and
Burdale Financial Limited, as a lender (the “First Amendment”) that amends the Credit Agreement by
and among the Company, Wells Fargo Foothill, LLC, as the arranger and administrative agent and a
syndicate of lenders, dated as of February 7, 2008 (as amended by the First Amendment, the “Credit
Facility”).
The First Amendment modifies the Credit Agreement to permit the Company to make acquisitions,
subject to restrictions on the amount that can be spent on acquisitions during the term of the
Credit Agreement and meeting specified other criterion including loan availability levels and pro
forma financial covenant compliance. In addition, the First Amendment alters the borrowing base
calculation, which is based upon accounts receivable, inventory and machinery and equipment (the
“Borrowing Base Calculation”), to allow the Company increased availability from inventory under the
Credit Facility during January, February, March, October, November and December, which are the
months in which the Company purchases most of its inventory.
The First Amendment also increases the interest rates charged to the Company, such that borrowings
under the Credit Facility now accrue interest at a rate determined pursuant to the administrative
agent’s prime rate plus an applicable margin determined by reference to the amount of loans which
may be advanced under the Borrowing Base Calculation, ranging from 0.00% to 0.05% (up from (0.50%)
to 0.00%), or a rate based on the London interbank offered rate (“LIBOR”) plus an applicable margin
based upon the Borrowing Base Calculation, ranging from 2.50% to 3.0% (up from 2.00% to 2.50%).
Similarly, the face amount of undrawn letters of credit now accrues interest at a rate of 2.00% to
2.50% (up from 1.50% to 2.00%), based upon the Borrowing Base Calculation. In addition, the First
Amendment provides that in the event that loan availability under the Borrowing Base Calculation
falls below $25,000,000 (up from $15,000,000), the Company will be required to maintain a specified
fixed charge coverage ratio, tested on a quarterly basis.
The foregoing summary description of First Amendment is qualified in its entirety by reference to
the First Amendment, which is filed as Exhibit 10.1 with portions omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment. Exhibit
10.1 is incorporated herein by reference.