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): December 16, 2013
National Beverage Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-14170 | 59-2605822 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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One North University Drive |
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))
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS:
This report and the exhibits attached hereto include 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 are 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.
Item 7.01 Regulation FD Disclosure
The information included in Item 8.01 of this Form 8-K, including the letter to shareholders of the company from the Chairman and Chief Executive Officer attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD.
This information is “furnished” pursuant to Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Item 8.01 Other Events
On December 16, 2013, the company released on its website a letter to the shareholders of the company (“The Shareholder Letter”) written by Nick A. Caporella, Chairman and Chief Executive Officer entitled “2013 . . . Compelling!”. The Shareholder Letter, which is also being mailed to shareholders, is attached hereto as Exhibit 99.1.
On December 16, 2013 the company also issued a news release containing excerpts from The Shareholder Letter. This news release stated The Shareholder Letter is being mailed to all shareholders and is available in its entirety on the company’s website. The release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibit
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( c ) Exhibit 99.1 |
Letter to shareholders entitled “2013 . . . Compelling!” |
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( c ) Exhibit 99.2 |
News release containing excerpts from The Shareholder Letter and stating The Shareholder Letter is being mailed to all shareholders and is available in its entirety on the company’s website. |
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)
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Date: December 16, 2013 |
By: | /s/ George R. Bracken | |
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George R. Bracken |
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Executive Vice President - Finance |
EXHIBIT INDEX
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99.1 |
Letter to shareholders entitled “2013 . . . Compelling!” |
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99.2 |
News release containing excerpts from The Shareholder Letter and stating The Shareholder Letter is being mailed to all shareholders and is available in its entirety on the company’s website. |