UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 7, 2008
Pierre Foods, Inc.
(Exact Name of Registrant as Specified in Charter)
North Carolina | | 0-7277 | | 56-0945643 |
(State or Other Jurisdiction | | (Commission | | (IRS Employer |
of Incorporation) | | File Number) | | Identification No.) |
9990 Princeton Road
Cincinnati, OH 45246
(Address of Principal Executive Offices) (Zip Code)
(513) 874-8741
(Registrant’s telephone number, including area code)
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))
This Current Report on Form 8-K/A amends the Current Report on Form 8-K initially filed by Pierre Foods, Inc. with the Securities and Exchange Commission on February 8, 2008. The Current Report on Form 8-K is being amended by this Form 8-K/A to update the total cash and non-cash charges Pierre Foods, Inc. has recognized and expects to recognize as a result of the closure of its Cedartown, Georgia manufacturing facility.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On February 8, 2008, Pierre Foods, Inc. (the “Company” or “Pierre”) announced that it is closing its Cedartown, Georgia manufacturing facility. On February 7, 2008, the Board of Directors of the Company approved management’s recommendation to close the Cedartown facility, and the Company notified affected employees of this decision on February 8, 2008. A press release was issued by the Company on February 8, 2008 with additional details regarding the plant closure. A copy of the press release was attached as Exhibit 99.1 to the original Form 8-K filed on February 8, 2008. As stated in the press release, the Company expects to transition a majority of the production from such facility to other Company facilities. In connection with the Company’s stock-keeping unit (“SKU”) rationalization initiative, the Company will eliminate certain targeted SKUs that are not widely distributed, and will attempt to co-pack the remaining products.
As a result of the plant closure, the Company expects to recognize total cash charges estimated at $1.8 million on a pre-tax basis, $1.4 million of which were recognized in the Company’s fiscal quarter ended March 1, 2008 (“Fourth Quarter Fiscal 2008”). The remaining amount will be recognized in the first quarter of the Company’s fiscal year 2009. The Company paid $0.8 million of the recognized charges in Fourth Quarter Fiscal 2008 and expects to pay $1.0 million in the first quarter of the Company’s fiscal year 2009. Of such charges, approximately $1.1 million relate to employee severance and personnel relocation, and approximately $0.7 million relate to equipment decommissioning costs and equipment and inventory moving costs.
In addition to cash charges, the Company incurred non-cash charges of $6.4 million primarily related to impairment of property, plant and equipment.
In addition to historical information, this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “expects,” “anticipates,” “estimates,” and similar expressions identify forward-looking statements. These statements reflect Pierre’s expectations at the time this report was filed and are not guarantees of future performance, but instead involve various risks and uncertainties. Actual events and results may differ materially from those described in the forward-looking statements. Among the factors that could cause material differences are the ability of Pierre to address the current defaults under its senior credit agreement, the ability of Pierre to generate cash flows to meet its debt service obligations and operate its business, increases in the price of raw materials, particularly beef, pork, chicken, and cheese, a decline in meat consumption or in the consumption of processed foods, outbreaks of disease among cattle, chicken or pigs, changes in applicable governmental regulations, such as the USDA’s Commodity Reprocessing Program, work stoppages or interruptions and other risks detailed from time to time in Pierre’s periodic SEC reports. Pierre undertakes no obligation to update or revise any forward-looking statement.
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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.
| PIERRE FOODS, INC. |
| | |
| | |
| By: | /s/ Cynthia S. Hughes |
| | Cynthia S. Hughes |
| | Chief Financial Officer |
| | |
Date: June 13, 2008 | | |
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