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): June 4, 2010
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UNITED
NATURAL FOODS, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-21531
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05-0376157
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification No.)
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313
Iron Horse Way, Providence, RI 02908
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(Address
of Principal Executive Offices) (Zip Code)
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Registrant’s
telephone number, including area code:
(401)
528-8634
(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 (
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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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United Natural Foods, Inc., a Delaware
corporation (the “Company”) previously disclosed that the Company, along with
its wholly owned subsidiary, UNFI Canada, Inc., a Canadian corporation (“UNFI
Canada”), entered into an Asset Purchase Agreement (the “Agreement”)
with SunOpta Inc., a Canadian corporation (“SunOpta”), and its wholly owned
subsidiary, Drive Organics Corp., a corporation existing under the laws of the
Province of British Columbia (“Drive Organics”), pursuant to which UNFI Canada
agreed to purchase substantially all of the assets of the Canadian food
distribution business of SunOpta’s Distribution Group, together with
substantially all of the assets of Drive Organics, but excluding SunOpta’s
Natural Health Products Business (as defined in the Agreement).
The Agreement originally provided that
any party to the Agreement could terminate the Agreement if the closing of the
transactions contemplated thereby had not been consummated by June 5, 2010 (the
“Drop Dead Date”). On June 4, 2010, the Company, UNFI Canada, SunOpta and Drive
Organics entered into an amendment (the “Amendment”) to the Agreement extending
the Drop Dead Date to June 19, 2010. Other than the extension of the
Drop Dead Date, there were no other changes to the Agreement as a result of the
Amendment.
The foregoing represents a summary of
the Amendment and does not purport to include all of the terms of the
Amendment. The summary of the amendment is subject to, and qualified
in its entirety by, the full text of the Amendment, which is attached as Exhibit
2.1 to this Current Report on Form 8-K, and the full text of the Agreement,
which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company on May 11, 2010, each of which is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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2.1
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Amendment
No. 1 to Asset Purchase Agreement by and among United Natural Foods, Inc.,
UNFI Canada, Inc., Drive Organics Corp. and SunOpta Inc. dated as of June
4, 2010.
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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.
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UNITED
NATURAL FOODS, INC.
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By:
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/s/
Mark E. Shamber
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Name:
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Mark
E. Shamber
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Title:
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Senior
Vice President, Chief Financial
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Officer
and Treasurer
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Date: June
10, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Amendment
No. 1 to Asset Purchase Agreement by and among United Natural Foods, Inc.,
UNFI Canada, Inc., Drive Organics Corp. and SunOpta Inc. dated as of June
4, 2010.
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Exhibit
2.1
AMENDMENT
NO. 1 TO
ASSET
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE ASSET
PURCHASE AGREEMENT (this “
Amendment
”), dated as
of June 4, 2010, is made by and among United Natural Foods, Inc., a corporation
existing under the laws of the State of Delaware (the "
Purchaser Parent
"),
UNFI Canada, Inc., a corporation existing under the laws of Canada (the "
Purchaser
"), SunOpta
Inc., a corporation existing under the laws of Canada (the “
Vendor
”), and Drive
Organics Corp., a corporation existing under the laws of the Province of British
Columbia ("
Drive
Organics
").
RECITALS
WHEREAS, the Purchaser Parent, the
Purchaser, the Vendor and Drive Organics entered into an Asset Purchase
Agreement, dated as of May 10, 2010 (the “
Purchase Agreement
”);
and
WHEREAS, the Purchaser Parent, the
Purchaser, the Vendor and Drive Organics desire to amend the Purchase Agreement
as set forth herein pursuant to Section 9.11 of the Purchase
Agreement;
NOW, THEREFORE, in consideration of the
foregoing recitals, and the mutual promises contained in this Amendment, and
intending to be legally bound thereby, the parties agree as
follows:
1. Section
6.1(2) of the Purchase Agreement is hereby deleted in its entirety and replaced
with the following:
“either
the Purchaser or the Purchaser Parent or the Vendor or Drive Organics if the
Closing shall not have been consummated by June 19, 2010, without liability to
the terminating party on account of such termination; provided that the right to
terminate this Agreement pursuant to this Section 6.1(2) shall not be available
to a Party whose breach or violation of any representation, warranty, covenant,
obligation or agreement under this Agreement has been the cause of or has
resulted in the failure of the Closing to occur on or before such
date;”
2.
Ratification
. All
other paragraphs, provisions, and clauses in the Purchase Agreement not so
modified remain in full force and effect as originally written.
3.
Defined Terms
.
Certain capitalized terms not defined herein shall have the meanings given to
such terms in the Purchase Agreement.
4.
Counterparts
. This
Amendment may be executed in any number of counterparts, and/or by facsimile or
e-mail transmission of Adobe Acrobat files, each of which shall constitute an
original and all of which, taken together, shall constitute one and the same
instrument. Any Party executing this Amendment by fax or Adobe Acrobat file
shall, immediately following a request by any other Party, provide an originally
executed counterpart of this Amendment provided, however, that any failure to so
provide shall not constitute a breach of this Amendment except to the extent
that such electronic execution is not otherwise permitted under the Electronic
Commerce Act, 2000 (Ontario).
5.
Governing
Law
. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the Province of Ontario and the laws
of Canada applicable therein. The Parties hereby irrevocably attorn to the
non-exclusive jurisdiction of the courts of Ontario with respect to any matter
arising under or related to this Amendment.
[Remainder
of page left intentionally blank.]
* * * * *
IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the day and year first above
written.
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UNITED
NATURAL FOODS, INC.
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Per:
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/s/
Steven Spinner
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Name:
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Steven
Spinner
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Title:
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President
& CEO
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UNFI
CANADA, INC.
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Per:
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/s/
David A. Matthews
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Name:
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David
A. Matthews
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Title:
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Authorized
Signatory
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SUNOPTA
INC.
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Per:
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/s/
John Dietrich
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Name:
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John
Dietrich
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Title:
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Vice
President, Corporate Development
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DRIVE
ORGANICS CORP.
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Per:
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/s/
John Dietrich
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Name:
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John
Dietrich
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Title:
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Secretary
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