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): July 20, 2007
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Delaware | | 000-51439 | | 20-2556965 |
| | | | | |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| | | | | |
1050 S. Diamond Street
| | |
Stockton, California
| | 95205 |
| | | |
(Address of Principal Executive Offices)
| | (Zip Code) |
Registrant’s telephone number, including area code:(209) 467-6000
N/A
(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:
| 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) |
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| 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2005, Michael Mendes, the Chief Executive Officer and President, Gary Ford, the Executive Vice President and Chief Operating Officer, Seth Halio, the Executive Vice President and Chief Financial Officer, and Sam Keiper, the Vice President, Corporate Affairs and Human Resources (collectively, the “Executive Officers”) received shares of restricted stock. On July 20, 2007, one-third of such restricted shares vested pursuant to their terms.
The vesting resulted in ordinary income for the Executive Officers in amounts equal to the number of vested shares multiplied by the closing price of Diamond’s common stock on that date. The ordinary income resulting from the vesting of the restricted stock is subject to federal and state taxes.
In accordance with the Diamond’s 2005 Equity Incentive Plan, the Executive Officers agreed to relinquish, and Diamond agreed to cancel, the number of restricted shares set forth below. In consideration of such cancellation of shares, Diamond agreed to transmit to federal and state tax authorities an amount of funds equal to the number of shares canceled multiplied by the closing price of Diamond common stock on July 20, 2007, in order to pay the applicable tax obligations.
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| Name | | Shares Cancelled |
| Michael Mendes | | 33,481 |
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| Gary Ford | | 11,321 |
| | | |
| Seth Halio | | 9,811 |
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| Sam Keiper | | 3,774 |
The transactions described in this Report were entered into solely to satisfy tax obligations arising from the vesting of restricted stock.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
| | | | | |
| Exhibit | | Description |
| | | |
| | 99.01 | | | Form of Stock Withholding Agreement |
SIGNATURE
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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| | DIAMOND FOODS, INC.
| |
| Date: July 20, 2007 | By: | /s/ Seth Halio | |
| | | Name: | Seth Halio | |
| | | Title: | Executive Vice President, Chief Financial Officer | |
| |
EXHIBIT INDEX
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| Exhibit | | Description |
| | | | | |
| | 99.01 | | | Form of Stock Withholding Agreement |
