UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2014
National Beverage Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-14170 |
59-2605822 |
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(Commission File Number) |
(IRS Employer Identification No.) |
| 8100 SW Tenth Street, Suite 4000 Fort Lauderdale, Florida |
33324 |
| (Address of Principal Executive Offices) | (Zip Code) |
(954) 581-0922
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
☐ 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 8.01 Other Events
On August 1, 2014, National Beverage Corp. announced that the Special Committee of its Board of Directors approved a partial redemption of the Special Series D Preferred Stock that was privately placed in January 2013. This press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhibit 99.1 Press release dated August 1, 2014.
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 thereunto duly authorized.
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National Beverage Corp. |
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Date: August 4, 2014 |
/s/ Gregory P. Cook |
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Gregory P. Cook |
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Vice President- Controller and Chief Accounting Officer |
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EXHIBIT INDEX
99.1 Press release dated August 1, 2014
Exhibit 99.1
NATIONAL BEVERAGE CORP.
ANNOUNCES SECOND
PREFERRED STOCK REDEMPTION
FORT LAUDERDALE, FL, August 1, 2014. . . National Beverage Corp. (NASDAQ:FIZZ) announced today that the Special Committee of its Board of Directors approved a partial redemption payment of $6 million plus accrued dividends of the Special Series D Preferred Stock that was privately placed in January 2013.
The redemption, which is being made today, represents 50% of the amount outstanding. The company made an initial $8 million redemption payment on May 2, 2014.
“This second redemption confirms that National Beverage’s commitments are always upheld – All-Ways! As stated in our recent earnings release, our first quarter performance is on track which includes the strengthening of the balance sheet after the cash dividend of $2.55 per share in December 2012,” stated Nick A. Caporella, Chairman and Chief Executive Officer.
National Beverage’s iconic brands are the genuine essence . . . of America.
“Patriotism” – If Only We Could Bottle It!
Fun, Flavor and Vitality . . . the National Beverage Way
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include fluctuations in costs, changes in consumer preferences and other items and risk factors described in the Company's Securities and Exchange Commission filings and the Company disclaims an obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments. The Series D securities referenced in this release have not been registered under the Securities Act of 1933.
