As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/08/19  Simply Good Foods Co              8-K:7,8,9  10/08/19    2:57K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     20K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     13K 

 

UNITED STATES
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): October 8, 2019

 

 

The Simply Good Foods Company

(Exact name of registrant as specified in its charter)

 

 

 

1225 17th Street, Suite 1000
Denver, CO 80202
(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (303) 633-2840

 

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:

 

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))

 

Securities registered pursuant to Section 12(b) of the Act

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

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.  o

 

 

 

Item 7.01                                           Regulation FD Disclosure

 

On October 7, 2019, The Simply Good Foods Company (the “Company”) issued a press release announcing the public offering of 13,379,205 shares of its common stock (the “Offering”).  The press release is attached hereto as Exhibit 99.1.

 

The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement unless specifically identified therein as being incorporated by reference therein.

 

Item 8.01                                           Other Events

 

On October 7, 2019, the Company priced the Offering at a public offering price of $26.35 per share. The gross proceeds from the Offering are expected to be approximately $352.5 million, before deducting underwriting discounts and offering expenses.  The Offering is expected to close on October 9, 2019, subject to customary closing conditions.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                              Exhibits:

 

Exhibit No.		Description
99.1		Press Release dated October 7, 2019

 

2

 

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.

 

 

	THE SIMPLY GOOD FOODS COMPANY
Date: October 8, 2019	By:	/s/ Todd E. Cunfer
	Name:	Todd E. Cunfer
	Title:	Chief Financial Officer (Principal Financial Officer)

 

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