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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): December 23, 2004
UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21531 05-0376157
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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 December 23, 2004, United Natural Foods, Inc. (the "Company") entered into a
definitive three-year Distribution Agreement with Whole Foods Market
Distribution, Inc., a wholly-owned subsidiary of Whole Foods Market, Inc.,
commencing on January 1, 2005. Under the terms and conditions of the
Distribution Agreement, which are consistent with the terms and conditions of
the parties' existing agreement scheduled to expire on December 31, 2004, the
Company will continue to serve as the primary U.S. distributor to Whole Foods in
the regions in which the Company currently serves.
A copy of the December 28, 2004 press release announcing the Distribution
Agreement is attached as an exhibit to this Form 8-K and incorporated by
reference herein.
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 December 28, 2004,
announcing the Company's definitive
three-year distribution agreement with Whole
Foods Market, commencing on January 1, 2005
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/ Rick D. Puckett
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Rick D. Puckett
Vice President, Treasurer and Chief
Financial Officer
Date: December 28, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated December 28, 2004, announcing the
Company's definitive three-year distribution agreement
with Whole Foods Market commencing on January 1, 2005.