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): February 2, 2006
FLOWERS FOODS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Georgia | | 1-16247 | | 58-2582379 |
| | | | | |
(State or other
jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
| 1919 Flowers Circle, Thomasville, GA | | 31757 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (229) 226-9110
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 (seeGeneral Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| 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)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On February 2, 2006, Flowers Foods, Inc. issued a press release announcing its financial condition and results of operations as of and for the fourth quarter and fiscal year ended December 31, 2005. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On February 2, 2006, Flowers Foods, Inc. (“Flowers”) issued a press release announcing that it had entered into an agreement to acquire Derst Baking Company (“Derst”) of Savannah, Georgia. Flowers expects the transition to be complete in a few weeks. The acquisition will be accomplished by a merger of Derst with and into a wholly owned subsidiary of Flowers. Flowers will issue 1,300,000 shares of Flowers common stock, par value $.01 per share (the “Flowers Stock”) to the Derst shareholders in connection with the acquisition. The shares of Flowers Stock will be issued to the shareholders of Derst in reliance upon the exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof and Regulation D thereunder. Flowers will rely upon representations, warranties, certifications and agreements of the Derst shareholders, including their agreement with respect to restrictions on resale, in support of the satisfaction of the conditions contained in Section 4(2) and Regulation D under the Securities Act.
A copy of the press release is furnished with this Report as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are furnished as part of this Report:
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| Exhibit Number | | Description |
| |
| | | |
| 99.1 | | Press Release of Flowers Foods, Inc. dated February 2, 2006 |
| | | |
| 99.2 | | Press Release of Flowers Foods, Inc. dated February 2, 2006 |
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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| | FLOWERS FOODS, INC.
| |
| | By: | /s/ Jimmy M. Woodward | |
| | | Name: | Jimmy M. Woodward | |
| Date: February 2, 2006 | | Title: Sr. Vice-President, Chief Financial Officer and Chief Accounting Officer |
EXHIBIT INDEX
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| Exhibit Number | | Description |
| |
| | | |
| 99.1 | | Press Release of Flowers Foods, Inc. dated February 2, 2006 |
| | | |
| 99.2 | | Press Release of Flowers Foods, Inc. dated February 2, 2006 |
