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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): September 26, 2006
UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21531 05-0376157
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
260 Lake Road
Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code)
(860) 779-2800 (Registrant's Telephone
Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 1.01. Entry into a Material Definitive Agreement.
On September 26, 2006, United Natural Foods, Inc. (the "Company") entered into a
definitive seven-year Primary Distribution Agreement (the "Distribution
Agreement") with Whole Foods Market Distribution, Inc. ("Whole Foods Market"), a
wholly owned subsidiary of Whole Foods Market, Inc., pursuant to which the
Company will continue to serve as the primary wholesale natural grocery
distributor to Whole Foods Market in the regions of the United States that the
Company currently serves. The Distribution Agreement is effective as of
September 26, 2006 and replaces the existing three-year distribution agreement
between the Company and Whole Foods Market, which was scheduled to expire on
December 31, 2007. The Distribution Agreement relates to all products purchased
by Whole Foods Market from the Company (excluding products distributed by
Albert's Organics, Inc., a wholly owned subsidiary of the Company, and products
purchased by Whole Foods Market from the Company's manufacturing arms and retail
divisions), and generally extends the Company's current arrangement with Whole
Foods Market through September 29, 2013.
The Distribution Agreement requires Whole Foods Market, in eight of the eleven
regions which it serves, to continue to purchase a stated minimum amount of
products from the Company during each Whole Foods Market fiscal year during the
term of the Distribution Agreement. The Distribution Agreement also requires
that, collectively, Whole Foods Market's U.S. grocery stores in nine of the
eleven regions that it serves and where the Company is currently the primary
distributor, purchase from the Company a dollar majority of those products
purchased from all wholesale natural grocery distributors.
A copy of the press release announcing the entry into the Distribution Agreement
is attached as Exhibit 99.1 hereto, and, except for the portion thereof related
to the information disclosed under Item 2.02 below, is incorporated by reference
herein.
Item 1.02. Termination of a Material Definitive Agreement.
As described under Item 1.01 above, effective September 26, 2006, the Company's
prior distribution agreement with Whole Foods Market terminated. The prior
agreement was scheduled to terminate on December 31, 2007 in accordance with its
terms.
Item 2.02. Results of Operations and Financial Condition.
The following information is being furnished under Item 2.02. Results of
Operations and Financial Condition. This information, including the portion of
the exhibit attached hereto related to the information disclosed under this Item
2.02, shall not be deemed "filed" for any purpose, including for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information included under Item
2.02 in this Current Report on Form 8-K shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or under
the Exchange Act, regardless of any general incorporation language in such
filing.
On October 2, 2006, in connection with announcing its entry into the
Distribution Agreement, the Company reaffirmed its fiscal 2007 guidance, which
originally was provided on August 30, 2006.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated October 2, 2006: United
Natural Foods, Inc. Extends Long-Term Partnership
with Whole Foods Market(R).
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.
UNITED NATURAL FOODS, INC.
By: /s/ Mark E. Shamber
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Mark E. Shamber
Vice President and acting Chief
Financial Officer
Date: October 2, 2006