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): August 15, 2013 (August 14, 2013)
Dean Foods Company
(Exact name of registrant as specified in charter)
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Delaware
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1-12755
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75-2559681
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2711 North Haskell Ave., Suite 3400
Dallas, TX
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75204
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (214) 303-3400
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:
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Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 14, 2013, Dean Foods Company (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Restated Certificate of Incorporation
(the “Certificate of Amendment”), in order to effect a 1-for-2 reverse stock split of the issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including shares of Common Stock held in
the Company’s treasury. The Certificate of Amendment will be effective as of 4:15 p.m. (Eastern Time) on August 26, 2013. The Certificate of Amendment and new specimen physical Common Stock certificate are filed as Exhibit 3.1 and 4.1,
respectively, to this Current Report on Form 8-K, and each is incorporated herein by reference.
On
August 14, 2013, the Company issued a press release announcing a 1-for-2 reverse stock split of the Company’s Common Stock, effective August 26, 2013. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of Dean Foods Company
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4.1
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Specimen physical common stock certificate of Dean Foods Company
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99.1
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Press release dated August 14, 2013
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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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Date: August 15, 2013
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DEAN FOODS COMPANY
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By:
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/s/ Rachel A. Gonzalez
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Rachel A. Gonzalez
Executive Vice President, General
Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of Dean Foods Company
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4.1
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Specimen physical common stock certificate of Dean Foods Company
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99.1
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Press release dated August 14, 2013
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DEAN FOODS COMPANY
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Dean Foods Company, a
corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. Section A of Article IV of the Restated Certificate of Incorporation of the Corporation is hereby amended by adding a second and third paragraph which read as follows:
“Effective upon the effective time of this Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware (the “Split Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Split Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation
immediately prior to the Split Effective Time are reclassified into a smaller number of shares such that each two to eight shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one share of Common Stock,
the exact ratio within the two to eight range to be determined by the board of directors of the Corporation prior to the Split Effective Time and publicly announced by the Corporation. Notwithstanding the immediately preceding sentence, no
fractional shares shall be issued and, in lieu thereof, upon surrender after the Split Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time,
any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Split Effective Time, shall be entitled to receive a cash payment equal to the fraction to which such holder would
otherwise be entitled multiplied by the closing price of a share of Common Stock on the New York Stock Exchange immediately following the Split Effective Time.
Each stock certificate that, immediately prior to the Split Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time shall, from
and after the Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Split Effective Time into which the shares of Common Stock formerly
represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Split Effective Time).”
2. This Certificate of Amendment shall be effective on August 26, 2013 at 4:15 P.M.
Eastern Time.
[Signature Page Follows]
IN WITNESS WHEREOF, Dean Foods Company has caused this Certificate to be executed by its
duly authorized officer on this 14th day of August 2013.
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DEAN FOODS COMPANY
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By:
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/s/ Rachel A. Gonzalez
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Name:
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Rachel A. Gonzalez
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Exhibit 99.1
DEAN FOODS ANNOUNCES 1-for-2 REVERSE STOCK SPLIT
DALLAS, August 14, 2013 – Dean Foods Company (NYSE: DF) today announced a 1-for-2 reverse stock split of issued Dean Foods common stock.
Dean Foods anticipates the reverse stock split will be effective after the close of trading on Monday, August 26, 2013, and Dean Foods
common stock will begin trading on a split adjusted basis on the New York Stock Exchange (NYSE) at the opening of trading on Tuesday, August 27, 2013.
In May, the Company’s stockholders approved a proposal to give the Board of Directors the discretion to effect a reverse stock split following the spin-off of The WhiteWave Foods Company. Gregg
Tanner, Chief Executive Officer and Director of Dean Foods, said “We have unlocked significant stockholder value over the past year through the strategic realignment of Dean Foods and the separation of our former business units. We believe the
reverse stock split will provide an additional benefit by making our common stock a more attractive and cost effective choice for many investors.”
When the reverse stock split becomes effective, every two shares of issued Dean Foods common stock (including shares of common stock held in the Company’s treasury) will be automatically combined
into one share of common stock. This will reduce the number of issued and outstanding shares of Dean Foods common stock from approximately 188.5 million to approximately 94.3 million. The reverse stock split will not change the authorized
number of shares of common stock or preferred stock of the Company or the par value of the Company’s common stock or preferred stock, but will effect a proportionate adjustment to the per share exercise price and the number of shares of common
stock issuable upon the exercise of outstanding stock options and vesting of restricted stock awards, and the number of shares of common stock eligible for issuance under the Company’s 2007 Stock Incentive Plan. Dean Foods common stock will
continue trading on the NYSE under the trading symbol “DF” but will trade under a new CUSIP number (242370 203) and ISIN number (US2423702032).
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would
otherwise be entitled to receive a fractional share of Dean Foods common stock will be entitled to receive a cash payment in lieu of the fractional share. Computershare will act as the Company’s Exchange Agent in connection with the reverse
stock split. Stockholders will receive the notices, forms and instructions regarding the exchange of their pre-split shares for post-split shares from the Exchange Agent or their broker.
The reverse stock split applies to issued shares, including shares held in treasury, of Dean Foods common stock. The Company intends to submit a proposal at the Company’s 2014 Annual Meeting of
Stockholders to amend its certificate of incorporation to reduce the authorized shares of common stock of the Company by the same 1-for-2 ratio as determined in the reverse stock split. Additional information on the treatment of fractional shares
and other effects of the reverse split can be found in Dean Foods’ definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2013.
ABOUT DEAN FOODS
Dean Foods
®
is a leading food and beverage company in the United States and is the nation’s largest processor and
direct-to-store distributor of fluid milk. Headquartered in Dallas, Texas, the Dean Foods portfolio includes
TruMoo
®
, the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena
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, Berkeley Farms
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, Country Fresh
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, Dean’s
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, Garelick Farms
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, LAND O LAKES
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milk and
cultured products*, Lehigh Valley Dairy Farms
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, Mayfield
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, McArthur
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, Meadow Gold
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, Oak Farms
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, Pet
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, T.G. Lee
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, Tuscan
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and more. In all, Dean Foods has more than 50 local and regional dairy brands and private labels. Dean Foods also makes and distributes ice cream, cultured products,
juices, teas, and bottled water. Nearly 19,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods
and its brands, visit
www.deanfoods.com
.
*The LAND O LAKES brand is owned by Land O’Lakes, Inc. and is used by license.
FORWARD-LOOKING STATEMENTS
Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, Dean Foods’ plans for a reverse stock split of its common stock. These statements involve risks and uncertainties
that may cause results to differ materially from the statements set forth in this press release. For risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see the
“Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC. The forward-looking statements in this press release speak only as of the date of this release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
CONTACT: Corporate Communications, Liliana Esposito, +1-214-721-7766; or Investor Relations, Barry Sievert, +1-214-303-3438
