UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): December 1, 2004
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-19681 | 36-2419677 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2299 Busse Road, Elk Grove Village, Illinois 60007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 593-2300
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 ( see General Instruction A.2. below):
| 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 1.01 — Entry into a Material Definitive Agreement. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Waiver and Amendment to Agreement | ||||||||
Item 1.01 — Entry into a Material Definitive Agreement.
On December 1, 2004, John B. Sanfilippo & Son, Inc. (the “Company”), U.S. Bank National Association, Sun Trust Bank, N.A. and LaSalle Bank National Association (collectively, the “Lenders”) entered into the Consent, Waiver and Fifth Amendment to Credit Agreement (the “Agreement”). The Agreement, among other things, allows the Company to proceed with its facility consolidation project in Elgin, Illinois, notwithstanding certain covenants in its existing Credit Agreement with the Lenders. The Agreement also allows the Company to secure up to $65 million in unsecured financing. A copy of the Agreement is attached as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The exhibits filed herewith are listed in the Exhibit Index which follows the signature page of this Current Report on Form 8-K.
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.
| JOHN B. SANFILIPPO & SON, INC. |
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| December 6, 2004 | By: | /s/ Michael J. Valentine | ||
| Michael J. Valentine | ||||
| Executive Vice President Finance, Chief Financial Officer and Secretary |
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