Aug. 13, 2010 (Business Wire) -- B&G Foods, Inc. (NYSE: BGS), announced today that it has filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission. Upon being declared effective by the SEC, the shelf registration will allow the Company the flexibility to offer and sell from time to time up to $600 million of common stock, preferred stock, debt securities, warrants, or any combination thereof in one or more future public offerings. The actual amount and type of securities, or combination of securities, and the terms of those securities, will be determined at the time of sale, if such sale occurs. When a particular series of securities is offered, the prospectus supplement relating to that offering will set forth B&G Foods’ intended use of the net proceeds received from the sale of those securities.
B&G Foods currently has no specific plans to issue securities under the new shelf registration statement. The filing of the new shelf registration statement is consistent with B&G Foods’ acquisition and growth strategy and positions B&G Foods to move quickly to take advantage of acquisition, financing and other business opportunities when and if such opportunities arise.
The new shelf registration statement is intended to replace B&G Foods’ existing shelf registration statement, which was originally filed in July 2009. The July 2009 shelf registration statement registered the offer and sale of up to $600 million of securities, of which approximately $158 million of securities remains available for offer and sale. The July 2009 registration statement will expire upon the new shelf registration statement becoming effective.
The new shelf registration statement has not yet become effective. The securities offered by B&G Foods under the new shelf registration statement may not be sold nor may offers to buy be accepted before the time the new shelf registration statement becomes effective, nor may sales be effected in the absence of a definitive prospectus and a prospectus supplement setting forth the terms and conditions of any specific offering of securities.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to any registration or qualification under the securities laws of such jurisdiction. At the time any securities covered by the registration statement are offered for sale, a prospectus supplement will be provided containing specific information about the terms of any such offering.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, shelf-stable foods across the United States, Canada and Puerto Rico. B&G Foods’ products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, marinades, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers and other specialty food products. B&G Foods competes in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution. Based in Parsippany, New Jersey, B&G Foods’ products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Brer Rabbit, Cream of Rice, Cream of Wheat, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil, Regina, Sa-són, Trappey’s, Underwood, Vermont Maid and Wright’s.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to the new shelf registration statement becoming effective and B&G Foods’ plans with respect to the issuance of securities under the new shelf registration statement and the potential use of any resulting proceeds. These forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. The forward-looking statements contained in this press release are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission.
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