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): February 20, 2008
(Exact Name of Registrant as Specified in Charter)
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| 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:
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| 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)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 — Regulation FD
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| Item 2.02 | | Results of Operations and Financial Condition |
The slide presentation furnished as an exhibit hereto discloses that Diamond Foods, Inc.’s preliminary estimate for the fiscal quarter ended January 31, 2008 for earnings per share is between $0.15 and $0.17 per share and for net sales is between $132 million to $134 million. These anticipated results are based on preliminary information. The Company will release its final second quarter results on March 11, 2008. The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Diamond Foods, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
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| Item 7.01. | | Regulation FD Disclosure |
Diamond Foods, Inc. has prepared an updated corporate presentation for use in connection with analyst and investor presentations, including updated guidance for fiscal 2008. A copy of the slides is furnished as an exhibit hereto. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Diamond Foods, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Section 9 — Financial Statements and Exhibits
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| Item 9.01. | | Financial Statements and Exhibits |
(d) Exhibits.
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| Exhibit | | Description |
| | | | | |
| | 99.1 | | | Diamond Foods, Inc. slide presentation. |
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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.
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| Date: February 20, 2008 | By: | /s/ Stephen Kim | |
| | | Name: | Stephen Kim | |
| | | Title: | Vice President, General Counsel | |
| |
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EXHIBIT INDEX
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| Exhibit | | Description |
| | | | | |
| | 99.1 | | | Diamond Foods, Inc. slide presentation |
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