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 21, 2013
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.) |
| |
600 Montgomery Street, 13th Floor San Francisco, California | | 94111 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (415) 445-7444
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
In a press release dated August 21, 2013, Diamond Foods, Inc. (“Diamond”) announced preliminary expectations regarding net sales, gross margin and adjusted EBITDA for the fourth quarter and full fiscal year ended July 31, 2013. A copy of the press release providing such information is attached to this report as Exhibit 99.1. This information 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, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Item 8.01. Other Events.
On August 21, 2013, Diamond Foods, Inc. (“Diamond”) issued a press release relating to a proposed agreement, subject to court approval, to settle the private securities class action litigation currently pending against Diamond. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| | |
Exhibit | | Description |
| |
| 99.1 | | Press release, dated August 21, 2013 |
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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: August 21, 2013 | | | | By: | | /s/ Ray Silcock |
| | | | | | Name: Ray Silcock |
| | | | | | Title: EVP, Chief Financial Officer |
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