- Current report filing (8-K)
11 3월 2009 - 1:32AM
Edgar (US Regulatory)
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): March 10, 2009 (March 4, 2009)
PRO-FAC
COOPERATIVE, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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|
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New
York
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(State
or Other Jurisdiction of Incorporation)
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|
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0-20539
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16-6036816
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(Commission File Number)
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(IRS Employer Identification No.)
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|
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590 Willow Brook Office Park, Fairport, New York
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14450
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(Address of Principal Executive Offices)
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(Zip Code)
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(585)
218-4210
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(Registrants Telephone Number, Including Area Code)
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(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 (
see
General Instruction A.2. below):
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))
Page 1 of 4
Section 5 Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaw; Change in Fiscal Year.
On March 4, 2009, the common shareholders of Pro-Fac
Cooperative, Inc. approved an amendment to the Cooperatives bylaws effective March 4, 2009. The amendment expanded the definition of an event which could result in a
capital gain in the final paragraph of Section 4 of Article X of the bylaws to include any
other transaction involving Birds Eye or any indirect or direct parent company
of Birds Eye, including Birds Eye Holdings LLC, which results in a capital gain,
including by way of example and not limitation any distribution to the Cooperative
in excess of its tax basis in its investment in Birds Eye Holdings LLC
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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3.1
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Pro-Fac Cooperative, Inc. Bylaws (as amended through March 4, 2009).
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Page 2 of 4
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.
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PRO-FAC COOPERATIVE, INC.
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March 10, 2009
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By:
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/s/ Stephen R. Wright
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Stephen R. Wright, Chief
Executive
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Officer, Chief Financial
Officer,
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General Manager and Secretary
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(Principal Executive Officer
and
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Principal Financial Officer)
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Page 3 of 4
Exhibit Index
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3.1
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Pro-Fac Cooperative, Inc. Bylaws (as amended through March 4, 2009).
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Page 4 of 4
Pro-Fac Cooperative (MM) (NASDAQ:PFACP)
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