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): May 19, 2006
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Delaware | | 000-51439 | | 20-2556965 |
| | | | | |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
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) |
| 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)) |
Item 8.01. Other Events
On May 19, 2006, Michael Mendes, President and Chief Executive Officer of Diamond Foods, Inc. (the “Company”), adopted a Rule 10b5-1 trading plan (the “Plan”) with a broker to purchase shares of Company common stock in the open market. Mr. Mendes entered into the Plan in order to facilitate the orderly acquisition of Company common stock.
Pursuant to the Plan, the brokerage firm, on behalf of Mr. Mendes, will purchase in excess of $100,000 worth of Company common stock in the open market in the mid-June 2006 time frame, at prevailing market prices not to exceed $25.00 per share. Any transactions under the Plan will be reported by Mr. Mendes through individual Form 4 filings with the Securities and Exchange Commission. The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 and the Company’s insider trading policy.
In addition, during the Company’s earnings call on March 9, 2006 regarding the quarter ended January 31, 2006, the Company announced that Mr. Mendes had adopted a 10b5-1 trading plan (the “Sale Plan”) to sell shares in the July 2006 time frame to cover taxes that would accrue as restricted stock issued to Mr. Mendes vests. On May 19, 2006, Mr. Mendes terminated the Sale Plan. As a result, Mr. Mendes will cover income taxes that will arise as a result of restricted stock vesting through use of personal funds.
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: May 22, 2006 | By: | /s/ Seth Halio | |
| | | Name: | Seth Halio | |
| | | Title: | Executive Vice President,
Chief Financial Officer | |
| |
