a8-k071609.htm
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): July 15, 2009
SENECA FOODS
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
New York
(State
or Other Jurisdiction of Incorporation)
|
0-01989
(Commission
File Number)
|
16-0733425
(IRS
Employer Identification No.)
|
3736 South Main Street,
Marion, New York 14505-9751
(Address
of Principal Executive Offices, including zip code)
(315)
926-8100
(Registrant’s
telephone number, including area code)
Not
Applicable
(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)
|
|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other
Events
On July
15, 2009, Seneca Foods Corporation (the “Company”) entered into an Underwriting
Agreement with Merrill Lynch, Pierce, Fenner & Smith Inc. and Piper Jaffray
& Co. as representatives of the underwriters named therein (the
“Underwriters”) and the selling shareholders named therein (the “Selling
Shareholders”) pursuant to which the Selling Shareholders have agreed to sell an
aggregate of 3,266,376 shares of Class A Common Stock, par value $0.25 per
share, of the Company (the “Class A common stock”) in a public offering pursuant
to a registration statement on Form S-3 (File No. 333-160358) and a related
prospectus supplement filed with the Securities and Exchange
Commission. In addition, the Selling Shareholders granted the
Underwriters an option exercisable for 30 days from the date of the Underwriting
Agreement to purchase, at the public offering price less underwriting discounts
and commissions, up to an additional 489,956 shares of Class A common stock to
cover overallotments, if any. The Company will not receive any of the
proceeds from this offering.
The above
description of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, which is filed as Exhibit 1 hereto and
is incorporated herein by reference.
Jaeckle
Fleischmann & Mugel, LLP, counsel to the Company, has issued an opinion to
the Company, dated July 15, 2009, regarding the legality of the shares of Class
A common stock to be sold in the offering. A copy of the opinion as
to legality is filed as Exhibit 5 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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1
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Underwriting
Agreement among Seneca Foods Corporation, Merrill Lynch, Pierce, Fenner
& Smith Inc., Piper Jaffray & Co. and the selling shareholders
listed therein, dated July 15,
2009.
|
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5
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Opinion
of Jaeckle Fleischmann & Mugel, LLP regarding
legality.
|
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23
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Consents
of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5
above).
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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.
Date: July
17, 2009
SENECA
FOODS CORPORATION
By: /s/Jeffrey
L. Van Riper
_______________________
Jeffrey
L. Van Riper
Vice
President and Controller