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): January 29, 2019
| National Beverage Corp. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 1-14170 | 59-2605822 |
| (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On January 29, 2019, the company issued a news release entitled “National Beverage Corp. Pays $2.90 Per Share Cash Dividend”. The release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibit
(d) Exhibits
Exhibit 99.1 News release entitled “National Beverage Corp. Pays $2.90 Per Share Cash Dividend”
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.
| National Beverage Corp. | |||
| (Registrant) | |||
| Date: January 30, 2019 | /s/ George R. Bracken | ||
| George R. Bracken | |||
| Executive Vice President – Finance | |||
| Principal Financial Officer | |||
EXHIBIT INDEX
|
Exhibit 99.1 |
News release entitled “National Beverage Corp. Pays $2.90 Per Share Cash Dividend” |
Exhibit 99.1
 |
NASDAQ: FIZZ For Immediate Release Contact: Office of the Chairman, Grace Keene |
NATIONAL BEVERAGE CORP.
PAYS $2.90 PER SHARE CASH DIVIDEND
National Beverage Corp. (NASDAQ: FIZZ) today paid its ninth special cash dividend to holders of record on November 30, 2018, and released the following letter to shareholders written by Nick A. Caporella, Chairman and Chief Executive Officer:
January 29, 2019
| Dear Fellow |  |
Holder: |
I’ve shared this statement with you before – and I believe in it so strongly, I hope you don’t mind that I share it once again:
Companies do not end up doing good
for their shareholders . . .
They start – with their commitment to the
shareholders – and make good on IT!
Cumulatively from 2004, we have paid a total of $14.56 per share or 93% of our total earnings. This success has been achieved while growing our brands and maintaining a debt-free balance sheet.
I personally want to extend my deepest appreciation to those long-term shareholders who have firmly expressed their loyal and unconditional support of National Beverage throughout the years. You are dear to me and provide the stimulus that drives passion and commitment. I am grateful you are part of our wonderful company – a unique company that thrives on caring, innovation and the quest for excellence.
-more-
National Beverage Corp.
Page 2
We are more determined than ever in our mission to help make America healthy and to secure our position as the dominant leader in the sparkling water category. We are launching ingenious LaCroix themes while exciting our discriminating consumers’ taste buds.
FIZZ shareholders are well aware of the nature of news in our country today. Political debate and social media have created a divisive polarization. As quoted in Time magazine, “Online, lies and truth look the same. This has been a boon for professional liars, who take advantage of the fact that two-thirds of Americans get their news from social media . . .” These professional liars used these same platforms to falsely attack our brand integrity.
You can be assured our Board of Directors, all of Team National and I have proven our commitment to maximize shareholder value. This special dividend gives you, our shareholder, the option to decide your best reinvestment strategy.
Thank you for your steadfast support . . . together let’s ‘Embrace the Innocence!’
With best regards and
continued commitment,
Innovation should be new – but ours has the ‘essence’ to refresh and captivate with FIZZ + Fun
“Patriotism” – If Only We Could Bottle It!
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and other factors described in the Company's SEC filings which may cause actual results or achievements to differ from the results or achievements expressed or implied by such statements. The Company disclaims an obligation to update or announce revisions to any forward-looking statements.