Statistik Asas
| CIK | 1331301 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Boulder Brands, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| February 9, 2017 |
BDBD / Boulder Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BOULDER BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| September 8, 2016 |
Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp. Offer to Exchange 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-213183 PROSPECTUS Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp. Offer to Exchange This is an offer by Pinnacle Foods Finance LLC and Pinnacle Foods Finance Corp. to exchange $350,000,000 aggregate principal amount of their 5.875% Senior Notes due 2024 (the ?exchange notes?), which have been registered under the |
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| August 17, 2016 |
S-4 1 d236723ds4.htm S-4 Table of Contents As filed with the Securities and Exchange Commission on August 17, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp.* (Exact name of registrant as specified in its charter) *See table of |
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| February 16, 2016 |
SC 13G/A 1 p16-0209sc13ga.htm BOULDER BRANDS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Boulder Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check |
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| February 12, 2016 |
BDBD / Boulder Brands, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment SC 13G/A 1 a16-405813sc13ga.htm SC 13G/A UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: February 28, 2009 Estimated average burden hours per response. . . . . . . .10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Boulder Brands, Inc. (Name of Issuer) Common (Title of Class of Securities) 101405108 (C |
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| February 10, 2016 |
BDBD / Boulder Brands, Inc. / VANGUARD GROUP INC Passive Investment boulderbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Boulder Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 101405108 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box |
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| February 9, 2016 |
BDBD / Boulder Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BOULDER BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 25, 2016 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33595 BOULDER BRANDS, INC. (Exact name of registrant as specifie |
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| January 19, 2016 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Boulder Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Recei |
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| January 15, 2016 |
PINNACLE FOODS COMPLETES ACQUISITION OF BOULDER BRANDS EX-(a)(5)(J) Exhibit (a)(5)(J) PINNACLE FOODS COMPLETES ACQUISITION OF BOULDER BRANDS PARSIPPANY, NJ ? January 15, 2016 ? Pinnacle Foods Inc. |
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| January 15, 2016 |
S-8 POS Registration No. 333-199912 Registration No. 333-184801 Registration No. 333-156341 Registration No. 333-156338 Registration No. 333-147734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-199912 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-184801 Post-Effective Ame |
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| January 15, 2016 |
S-8 POS Registration No. 333-199912 Registration No. 333-184801 Registration No. 333-156341 Registration No. 333-156338 Registration No. 333-147734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-199912 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-184801 Post-Effective Ame |
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| January 15, 2016 |
PINNACLE FOODS COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS EX-(a)(5)(I) Exhibit (a)(5)(I) PINNACLE FOODS COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS PARSIPPANY, NJ ? January 15, 2016 ? Pinnacle Foods Inc. |
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| January 15, 2016 |
S-8 POS 1 d113241ds8pos.htm S-8 POS Registration No. 333-199912 Registration No. 333-184801 Registration No. 333-156341 Registration No. 333-156338 Registration No. 333-147734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-199912 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 3 |
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| January 15, 2016 |
Pinnacle Foods AMENDMENT NO. 6 TO SCHEDULE TO-T SC TO-T/A 1 d120575dsctota.htm AMENDMENT NO. 6 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 6 BOULDER BRANDS, INC. (Name of Subject Company (issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of F |
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| January 15, 2016 |
8-K 1 d113244d8k.htm FORM 8-K 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 January 15, 2016 Date of Report (Date of earliest event reported) BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or other jurisdiction of i |
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| January 15, 2016 |
Registration No. 333-199912 Registration No. 333-184801 Registration No. 333-156341 Registration No. 333-156338 Registration No. 333-147734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-199912 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-184801 Post-Effective Amendment N |
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| January 15, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BOULDER BRANDS, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOULDER BRANDS, INC. FIRST: The name of the corporation (hereinafter called the ?Corporation?) is Boulder Brands, Inc. SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 1980 |
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| January 15, 2016 |
S-8 POS 1 d113241ds8pos.htm S-8 POS Registration No. 333-199912 Registration No. 333-184801 Registration No. 333-156341 Registration No. 333-156338 Registration No. 333-147734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 333-199912 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement No. 3 |
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| January 15, 2016 |
BYLAWS OF SLOPE ACQUISITION INC. ARTICLE I EX-3.2 Exhibit 3.2 BYLAWS OF SLOPE ACQUISITION INC. ARTICLE I STOCKHOLDERS 1.1. Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors, the Chairman of the Board (if any), the President or the Secretary. 1.2. Annual Meeting. The annual meeting of stockholders for the electi |
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| January 15, 2016 |
Boulder Brands SCHEDULE 14D-9/A NO.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Boulder Brands, Inc. (Name of Subject Company) Boulder Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 (CUSIP Nu |
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| January 11, 2016 |
Pinnacle Foods AMENDMENT NO. 5 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.0001 PER SH |
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| January 8, 2016 |
PINNACLE FOODS EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS Exhibit (a)(5)(E) Exhibit (a)(5)(E) PINNACLE FOODS EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS PARSIPPANY, NJ ?January 8, 2016?Pinnacle Foods Inc. |
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| January 8, 2016 |
Pinnacle Foods AMENDMENT NO. 4 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.0001 PER SH |
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| January 8, 2016 |
Boulder Brands SCHEDULE 14D-9/A NO.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Boulder Brands, Inc. (Name of Subject Company) Boulder Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 (CUSIP Nu |
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| January 5, 2016 |
Pinnacle Foods AMENDMENT NO. 3 TO SCHEDULE TO-T Amendment No. 3 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMO |
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| January 5, 2016 |
Boulder Brands SCHEDULE 14D-9/A NO.3 Schedule 14D-9/A No.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Boulder Brands, Inc. (Name of Subject Company) Boulder Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securitie |
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| December 30, 2015 |
Form 8-K 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 23, 2015 BOULDER BRANDS, INC. |
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| December 29, 2015 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Boulder Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Recei |
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| December 17, 2015 |
Pinnacle Foods AMENDMENT NO.2 TO SCHEDULE TO-T Amendment No.2 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON |
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| December 17, 2015 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Boulder Brands, Inc. (Name of Subject Company) Boulder Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 |
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| December 11, 2015 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Boulder Brands, Inc. (Name of Subject Company) Boulder Brands, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 |
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| December 11, 2015 |
Pinnacle Foods AMENDMENT NO.1 TO SC TO-T Amendment No.1 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON STOCK |
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| December 11, 2015 |
EX-(a)(5)(D) Exhibit (a)(5)(D) Good becomes BETTER! Town Hall Meeting December 10, 2015 Bob Gamgort ?CEO Reinvigorating Iconic Brands 1 Forward?Looking Statements Statements in this document may contain, in addition to historical information, certain forward?looking statements. |
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| December 9, 2015 |
BOULDER BRANDS, INC. 1600 Pearl Street, Suite 300 Boulder, Colorado 80302 EX-(d)(2) Exhibit (d)(2) BOULDER BRANDS, INC. 1600 Pearl Street, Suite 300 Boulder, Colorado 80302 August 20, 2015 Pinnacle Foods Inc. 399 Jefferson Road Parsippany, NJ 07054 Attention: Robert Gamgort Ladies and Gentlemen: In connection with your consideration of a possible negotiated transaction (the ?Transaction?) between Boulder Brands, Inc. (together with its subsidiaries, the ?Company?) and P |
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| December 9, 2015 |
EX-(a)(1)(E) Exhibit (a)(1)(E) Letter to Clients with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Boulder Brands, Inc. |
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| December 9, 2015 |
Boulder Brands, Inc. 1600 Pearl Street, Suite 300 Boulder, CO 80302 EX-99.(a)(12) Exhibit (a)(12) Boulder Brands, Inc. 1600 Pearl Street, Suite 300 Boulder, CO 80302 December 9, 2015 Dear Stockholder: We are pleased to inform you that, on November 24, 2015, Boulder Brands, Inc. (?Boulder Brands?) entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with Pinnacle Foods Inc. (?Pinnacle Foods?) and Slope Acquisition Inc., a wholly owned sub |
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| December 9, 2015 |
SC 14F1 Annex I Information Statement Boulder Brands, Inc. 1600 Pearl Street, Suite 300 Boulder, Colorado 80302 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND RULE 14f-1 THEREUNDER WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY This Information Statement is being mailed on December 9, 2015 to holders of record of C |
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| December 9, 2015 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 9, 2015 |
PINNACLE FOODS COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS EX-(a)(5)(C) Exhibit (a)(5)(C) PINNACLE FOODS COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS PARSIPPANY, NJ ?December 9, 2015?Pinnacle Foods Inc. |
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| December 9, 2015 |
EX-(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| December 9, 2015 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Tit |
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| December 9, 2015 |
Request for Taxpayer Identification Number and Certification EX-(a)(1)(F) Exhibit (a)(1)(F) Form W-9 (Rev.December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/di |
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| December 9, 2015 |
EX-(a)(1)(D) Exhibit (a)(1)(D) Letter to Brokers and Dealers with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Boulder Brands, Inc. |
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| December 9, 2015 |
EX-(a)(1)(B) Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal To Tender Shares of Common Stock of Boulder Brands, Inc. |
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| December 9, 2015 |
EX-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Boulder Brands, Inc. |
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| December 9, 2015 |
EX-(b)(1) Exhibit (b)(1) Execution Version CONFIDENTIAL BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 November 24, 2015 Pinnacle Foods Finance LLC 399 Jefferson Road Parsippany, NJ 07054-3707 Attn: Craig Steeneck, Executive Vice President and Chief Financial Officer Project Slope Commitment Letter Ladies and Gentlemen: You have advised |
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| December 9, 2015 |
EX-(a)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Boulder Brands, Inc. |
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| December 7, 2015 |
SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 BOULDER BRANDS, INC. (Name of Subject Company) BOULDER BRANDS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 (C |
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| November 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Boulder Brands, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 101405108 (CUSIP Number) GLENN W. WELLIN |
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| November 24, 2015 |
EX-2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. and BOULDER BRANDS, INC. Dated as of November 24, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Section 1.3 Directors 4 Section 1.4 Company Actions 5 Section 1.5 The Merger 7 Section 1.6 Closing 7 Section 1.7 Effective Ti |
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| November 24, 2015 |
SC 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 BOULDER BRANDS, INC. (Name of Subject Company) BOULDER BRANDS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.0001per share (Title of Class of Securities) 101405108 (C |
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| November 24, 2015 |
Form 8-K 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 November 24, 2015 Date of Report (Date of Earliest Event Reported) Boulder Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or other jurisdiction of incorporation) (Commission File N |
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| November 24, 2015 |
Form 8-K 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): November 24, 2015 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Com |
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| November 24, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BOULDER BRANDS, INC. (Name of Subject Company (issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Secu |
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| November 24, 2015 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pinnacle Foods to Acquire Boulder Brands Acquisition Significantly Expands Pinnacle?s Health & Wellness Portfolio through a Highly Strategic and Accretive Transaction Pinnacle to Host Conference Call Today at 9:30 AM ET to Discuss Transaction PARSIPPANY, NJ / BOULDER, CO, November 24, 2015 ? Pinnacle Foods Inc. and Boulder Brands, Inc. today announced tha |
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| November 24, 2015 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. and BOULDER BRANDS, INC. Dated as of November 24, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Section 1.3 Directors 4 Section 1.4 Company Actions 5 Section 1.5 The Merger 7 Section 1.6 Closing 7 Section 1.7 |
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| November 24, 2015 |
EX-99.1 Exhibit 99.1 MANAGEMENT DISCUSSION SECTION Operator: Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the Pinnacle Foods Incorporated Conference Call to discuss the company?s announcement earlier this morning of Boulder Brands Incorporated acquisition. This conference is being recorded and there will be a question-and-answer session at the end of the call. I wo |
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| November 24, 2015 |
Form 8-K 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): November 24, 2015 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Com |
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| November 5, 2015 |
Boulder Brands 10-Q (Quarterly Report) 10-Q 1 bdbd930201510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Commission File Number 001-33595 Boulder Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 20-2949397 (State of or other j |
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| November 5, 2015 |
Boulder Brands 8-K (Current Report/Significant Event) 8-K 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) November 5, 2015 BOULDER BRANDS, INC. |
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| November 5, 2015 |
Boulder Brands Announces 2015 Third Quarter Results EX-99.1 Exhibit 99.1 Boulder Brands Announces 2015 Third Quarter Results Boulder, CO (November 5, 2015) ? Boulder Brands, Inc. (NasdaqGM: ?BDBD?) today announced its financial results for the third quarter ended September 30, 2015. For the third quarter of 2015 compared to the equivalent period of 2014: ? Net sales decreased 0.7% to $132.9 million. Foreign exchange rates negatively impacted the th |
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| November 3, 2015 |
Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980 Tel: 212. |
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| October 9, 2015 |
BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT Exhibit 10.1 BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement ("Agreement") is by and between Boulder Brands, Inc. (together with Boulder Brands, Inc.'s subsidiaries, "Boulder Brands") and Stanley Duane Primozich (the "Executive"). WHEREAS the Executive is currently employed by Boulder Brands; WHEREAS Boulder Brands and the Executive are party to the Seve |
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| October 9, 2015 |
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) October 5, 2015 BOULDER BRANDS, INC. |
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| October 5, 2015 |
Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980 Tel: 212. |
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| August 21, 2015 |
Boulder Brands FORM 8-K (Current Report/Significant Event) Form 8-K 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) August 17, 2015 BOULDER BRANDS, INC. |
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| August 21, 2015 |
BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT EX-10.1 Exhibit 10.1 BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is by and between Boulder Brands, Inc. (together with Boulder Brands, Inc.?s subsidiaries, ?Boulder Brands?) and Terrence J. McIntyre (the ?Executive?). WHEREAS the Executive is currently employed by Boulder Brands; WHEREAS Boulder Brands and the Executive are party to the |
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| August 12, 2015 |
CORRESP 1 filename1.htm Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004-1980 Tel: +1.212.859.8000 Fax: +1.212.859.4000 www.friedfrank.com Stuart Gelfond Direct Line: (212) 859-8272 Fax: (212) 859-4000 [email protected] August 12, 2015 VIA EDGAR H. Roger Schwall Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. |
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| August 6, 2015 |
8-K 1 d94795d8k.htm 8-K 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) August 6, 2015 BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or other jurisdiction of incorpora |
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| August 6, 2015 |
Boulder Brands Announces 2015 Second Quarter Results EX-99.1 Exhibit 99.1 Boulder Brands Announces 2015 Second Quarter Results Boulder, CO (August 6, 2015) ? Boulder Brands, Inc. (NasdaqGM: ?BDBD?) today announced its financial results for the second quarter ended June 30, 2015. For the second quarter of 2015 compared to the equivalent period of 2014: ? Net sales decreased 10.4% to $117.7 million, operating loss was $(6.9) million, non-GAAP operatin |
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| August 6, 2015 |
Boulder Brands to Explore Strategic Alternatives to Enhance Shareholder Value EX-99.2 Exhibit 99.2 Boulder Brands to Explore Strategic Alternatives to Enhance Shareholder Value Boulder, CO ? August 6, 2015 ? Boulder Brands, Inc. (Nasdaq: BDBD) today announced that its Board of Directors has authorized a process to explore a range of strategic and financial alternatives to enhance shareholder value. The Company has engaged William Blair & Company as its financial advisor to |
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| July 29, 2015 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of Boulder Brands, Inc., a Delaware corporation. This Jo |
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| July 29, 2015 |
BDBD / Boulder Brands, Inc. / Engaged Capital LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Boulder Brands, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 101405108 (CUSIP Number) GLENN W. WELLING |
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| July 17, 2015 |
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) July 14, 2015 BOULDER BRANDS, INC. |
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| July 17, 2015 |
BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT EX-10.1 Exhibit 10.1 EXECUTION VERSION BOULDER BRANDS, INC. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is by and between Boulder Brands, Inc. (together with Boulder Brands, Inc.?s subsidiaries, ?Boulder Brands?) and Stephen B. Hughes (the ?Executive?). WHEREAS the Executive served as the Chief Executive Officer of Boulder Brands; WHEREAS Boulder Brands and |
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| July 9, 2015 |
EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy Kraft and Jessica Morgan, or any of them acting singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of Boulder Brands, Inc. |
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| July 8, 2015 |
Boulder Brands FORM 8-K (Current Report/Significant Event) Form 8-K 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) July 3, 2015 BOULDER BRANDS, INC. |
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| July 8, 2015 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE BOULDER BRANDS REALIGNS ORGANIZATIONAL STRUCTURE TO ENHANCE OPERATIONAL EFFECTIVENESS Announces Management Changes to Streamline the Organization, Align Sales and Marketing, Improve Accountability and Deliver Consistent, Profitable Growth Boulder, CO ? July 8, 2015 ? Boulder Brands, Inc. (Nasdaq: BDBD) today announced that the Company has restructured its |
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| July 2, 2015 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Boulder Brands, Inc. (previously filed under Smart Balance, Inc.) (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and T |
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| June 10, 2015 |
Exhibit 99.1 Boulder Brands Announces Leadership Transition Co-Founder and Chief Executive Officer, Stephen Hughes, Resigns James Leighton, Chief Operating Officer, Appointed Interim CEO Board Initiates Search Process for Permanent CEO Provides Outlook for Second Quarter 2015 Boulder, CO - June 10, 2015 - Boulder Brands, Inc. (Nasdaq: "BDBD") today announced that Steve Hughes has resigned as Chief |
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| June 10, 2015 |
Boulder Brands 8-K (Current Report/Significant Event) 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): June 10, 2015 (June 9, 2015) BOULDER BRANDS, INC. |
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| June 8, 2015 |
BDBD / Boulder Brands, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D. |
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| May 20, 2015 |
Submission of Matters to a Vote of Security Holders 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): May 20, 2015 ( May 19, 2015) BOULDER BRANDS, INC. |
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| May 7, 2015 |
Boulder Brands Announces 2015 First Quarter Results Exhibit 99.1 Boulder Brands Announces 2015 First Quarter Results Boulder, CO (May 7, 2015) ? Boulder Brands, Inc. (NasdaqGM: ?BDBD?) today announced its financial results for the first quarter ended March 31, 2015. For the first quarter of 2015 compared to the equivalent period of 2014: ? Net sales increased 5.0% to $129.0 million, operating income increased 35.9% to $7.2 million, non-GAAP operati |
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| May 7, 2015 |
Boulder Brands FORM 8-K (Current Report/Significant Event) 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) May 7, 2015 BOULDER BRANDS, INC. |
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| April 10, 2015 |
BDBD / Boulder Brands, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A 1 d904881dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* BOULDER BRANDS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 101405108 (CUSIP Number) March 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursu |
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| April 9, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De |
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| April 6, 2015 |
Form DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 20, 2015 |
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 19, 2015 (March 18, 2015) BOULDER BRANDS, INC. |
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| February 26, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v4029608k.htm 8-K 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) February 26, 2015 BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or other jurisdiction of incorp |
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| February 26, 2015 |
Boulder Brands Announces 2014 Fourth Quarter Results EX-99.1 2 v402960ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Boulder Brands Announces 2014 Fourth Quarter Results Boulder, CO (February 26, 2015) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the fourth quarter ended December 31, 2014. For the fourth quarter of 2014 compared to the equivalent period of 2013: · Net sales increased 2.4% to $128.6 million, operating inc |
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| February 17, 2015 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Boulder Brands, Inc. (F/K/A Smart Balance, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 13, 2015 |
BDBD / Boulder Brands, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| February 11, 2015 |
BDBD / Boulder Brands, Inc. / VANGUARD GROUP INC Passive Investment boulderbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Boulder Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 101405108 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box |
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| February 11, 2015 |
EXHIBIT 99.1 - JOINT FILING AGREEMENT EX-99.1 Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the |
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| February 11, 2015 |
BDBD / Boulder Brands, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* BOULDER BRANDS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule |
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| February 5, 2015 |
BDBD / Boulder Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BOULDER BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 20, 2015 |
8-K 1 v3989428k.htm FORM 8-K 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) January 20, 2015 (January 16, 2015) BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or other |
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| January 20, 2015 |
SECOND AMENDED AND RESTATED BYLAWS BOULDER BRANDS, INC. TABLE OF CONTENTS Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF BOULDER BRANDS, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1. REGISTERED OFFICE 1 1.2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1. PLACE OF MEETINGS 1 2.2. ANNUAL MEETING 1 2.3. SPECIAL MEETING 1 2.4. NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 3 2.6. QUORUM 3 2.7. ADJOURNED M |
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| January 15, 2015 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 bdbd03.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Boulder Brands, Inc. (previously filed under Smart Balance, Inc.) (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-500 |
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| December 19, 2014 |
8-K 1 v3970798k.htm FORM 8-K 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 19, 2014 (December 16, 2014) BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or oth |
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| December 19, 2014 |
Boulder Brands Appoints Timothy Kraft as Chief Legal Officer, Secretary Exhibit 99.1 Boulder Brands Appoints Timothy Kraft as Chief Legal Officer, Secretary Boulder, CO (December 19, 2014) – Boulder Brands, Inc. (BDBD), a leader in the natural foods industry, today announced Timothy Kraft has been appointed Chief Legal Officer and Secretary, effective December 16, 2014. Kraft has been a member of the Boulder Brands legal team since 2009, most recently serving as Senio |
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| November 6, 2014 |
BDBD / Boulder Brands, Inc. S-8 - - As filed with the Securities and Exchange Commission on November 6, 2014. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2949397 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| November 6, 2014 |
SMART BALANCE, INC. 2012 INDUCEMENT AWARD PLAN Exhibit 4.3 SMART BALANCE, INC. 2012 INDUCEMENT AWARD PLAN Section 1. Purpose and Construction. (a) Purpose. Smart Balance, Inc. has implemented the Smart Balance, Inc. 2012 Inducement Award Plan (the “Plan”) in order to promote the long-term growth and financial success of Smart Balance, Inc. and increase shareholder value by attracting outstanding officers and other employees. The Plan is design |
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| November 6, 2014 |
Boulder Brands Announces 2014 Third Quarter Results Exhibit 99.1 Boulder Brands Announces 2014 Third Quarter Results Boulder, CO (November 6, 2014) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the third quarter ended September 30, 2014. · For the third quarter of 2014, net sales were $133.9 million, an increase of 13.0% over the third quarter of 2013. · Organic net sales increased 8.4% and organic consumption |
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| November 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v3934398k.htm FORM 8-K 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) November 6, 2014 BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33595 20-2949397 (State or other jurisdiction of in |
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| October 22, 2014 |
Boulder Brands Announces Preliminary Third Quarter 2014 Results Exhibit 99.1 Boulder Brands Announces Preliminary Third Quarter 2014 Results Boulder, CO (October 22, 2014) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today provided an update on its anticipated financial results for the third quarter ended September 30, 2014, and its outlook for the fourth quarter of 2014. · For the third quarter of 2014, the Company expects net sales to be approximately $133.9 mi |
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| October 22, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) October 22, 2014 BOULDER BRANDS, INC. |
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| October 20, 2014 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Boulder Brands, Inc. (previously filed under Smart Balance, Inc.) (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and T |
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| August 29, 2014 |
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) August 27, 2014 BOULDER BRANDS, INC. |
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| August 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) August 7, 2014 BOULDER BRANDS, INC. |
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| July 31, 2014 |
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): July 31, 2014 (July 29, 2014) BOULDER BRANDS, INC. |
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| July 31, 2014 |
Boulder Brands, Inc. Amends and Re-prices Senior Credit Facility Exhibit 99.1 Boulder Brands, Inc. Amends and Re-prices Senior Credit Facility Boulder, CO (July 29, 2014) – Boulder Brands, Inc. (NasdaqGM: BDBD) announced today that the company amended and re-priced its existing senior secured credit facility. The company increased its Term Loan B from $273 million to $300 million, and its 4 year revolving credit facility from $80 million to $115 million. The Te |
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| July 31, 2014 |
Exhibit 10.1 Execution Version AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this “Amendment”) is dated as of July 29, 2014 and is entered into by and among GFA Brands, Inc., a Delaware corporation (“GFA” or the “Borrower”), Boulder Brands, Inc. (formerly known as Smart Balance, Inc.), a Delaware corporation (the “Parent”), as a Guarantor, the other Guarantors party hereto, Citibank, N.A., as admi |
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| May 23, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K 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) May 22, 2014 BOULDER BRANDS, INC. |
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| May 8, 2014 |
Boulder Brands Announces 2014 First Quarter Results Exhibit 99.1 Boulder Brands Announces 2014 First Quarter Results Boulder, CO (May 8, 2014) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the first quarter ended March 31, 2014. For the first quarter of 2014 compared to the equivalent period of 2013: · Net sales increased 15.2% to $122.9 million, operating income decreased 58% to $5.3 million, non-GAAP operatin |
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| May 8, 2014 |
Exhibit 99.1 REVISED PRESS RELEASE First Quarter Press Release corrected to clarify sequential improvement in gross margin to 41% by the fourth quarter (rather than expecting gross margin of approximately 40% to 41% on a full year basis as previously stated). Updated - Boulder Brands Announces 2014 First Quarter Results Boulder, CO (May 8, 2014) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today anno |
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| May 8, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 8, 2014 BOULDER BRANDS, INC. |
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| May 8, 2014 |
Results of Operations and Financial Condition, Financial Statements and Exhibits - FORM 8-K 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) May 8, 2014 BOULDER BRANDS, INC. |
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| April 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive |
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| March 31, 2014 |
BDBD / Boulder Brands, Inc. / VANGUARD GROUP INC Passive Investment boulderbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Boulder Brands Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 101405108 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box |
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| February 27, 2014 |
Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF BOULDER BRANDS, INC., PHIL’S FRESH FOODS, LLC, AND UDI’S HEALTHY FOODS, LLC The following unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2012 and for the nine months ended September 30, 2013 are presented on a pro forma basis to give effect to the completed acquisiti |
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| February 27, 2014 |
Boulder Brands 10-K (Annual Report) 10-K 1 bdbd-2013x10k.htm 10-K TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2013 Commission File Number 001-33595 BOULDER BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2949397 (State or ot |
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| February 27, 2014 |
Exhibit 16.1 February 27, 2014 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Boulder Brands, Inc Ladies and Gentlemen: We have read the Company’s statements under Item 4.01(a) of its Current Report on Form 8-K, dated February 27, 2014, and we concur with the information shown therein. We confirm we had no disagreements with the |
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| February 27, 2014 |
PHIL'S FRESH FOODS, LLC D/B/A EVOL FOODS Financial Statements and Independent Auditors' Report December 31, 2012 PHIL'S FRESH FOODS, LLC D/B/A EVOL FOODS Table of Contents Page Independent Auditors' Report 1 Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Changes in Members' Equity (Deficit) 5 Statement of Cash Flows 6 Notes to Financial Statements 7 INDEPENDENT AUDITOR |
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| February 27, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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) February 27, 2014 BOULDER BRANDS, INC. |
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| February 27, 2014 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 8-K/A 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, 2013 BOULDER BRANDS, INC. |
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| February 27, 2014 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K 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) February 24, 2014 BOULDER BRANDS, INC. |
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| February 27, 2014 |
Boulder Brands Announces 2013 Fourth Quarter Results EX-99.1 2 v369924ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Boulder Brands Announces 2013 Fourth Quarter Results Boulder, CO (February 27, 2014) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the fourth quarter ended December 31, 2013. For the fourth quarter of 2013 compared to the equivalent period of 2012: · Net sales increased 11.0% to $125.5 million, operating in |
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| February 24, 2014 |
CORRESP 1 filename1.htm Direct Line: (212) 859-8735 Fax: (212) 859-4000 [email protected] February 24, 2014 VIA EDGAR AND HAND DELIVERY Karl Hiller Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Boulder Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 28, 2013 Comment Letter da |
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| February 14, 2014 |
BDBD / Boulder Brands, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response. . . . . . . . 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Boulder Brands Inc. (Name of Issuer) Common (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2013 (Date of E |
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| February 11, 2014 |
EPAY / Bottomline Technologies, Inc. / VANGUARD GROUP INC Passive Investment boulderbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Bottomline Technologies de Inc Title of Class of Securities: Common Stock CUSIP Number: 101388106 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appr |
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| February 10, 2014 |
BDBD / Boulder Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BOULDER BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 6, 2014 |
BDBD / Boulder Brands, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* BOULDER BRANDS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is |
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| February 5, 2014 |
Direct Line: (212) 859-8735 Fax: (212) 859-4000 [email protected] February 5, 2014 VIA EDGAR AND HAND DELIVERY Karl Hiller Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Boulder Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 28, 2013 Comment Letter dated January 22, 2014 File |
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| December 24, 2013 |
SECOND AMENDMENT TO CREDIT AGREEMENT EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 20, 2013 and is entered into by and among GFA Brands, Inc. |
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| December 24, 2013 |
EX-99.1 5 v363713ex99-1.htm EXHIBIT 99.1 Boulder Brands, Inc. Announces Acquisition of EVOL Foods A Leading Brand in Natural Frozen Transaction Will Further Diversify Health and Wellness Food Platform Boulder, CO (December 23, 2013) – Boulder Brands, Inc. (NasdaqGM: BDBD) today announced it acquired 100% of the equity interests of Phil’s Fresh Foods, LLC, owner of EVOL Foods (“EVOL”), for $48 mill |
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| December 24, 2013 |
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 20, 2013 BOULDER BRANDS, INC. |
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| December 24, 2013 |
Investor Presentation December 23, 2013 Investor Presentation December 23, 2013 TRANSACTION HIGHLIGHTS Purchase Price & Valuation: – Total purchase price of $48 million in cash on a cash free/debt free basis – Represents 2. |
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| December 24, 2013 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.1 3 v363713ex10-1.htm EXHIBIT 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 20, 2013 and is entered into by and among GFA Brands, Inc., a Delaware corporation (“GFA”), UHF Acquisition Corp., a Delaware corporation (“UHF”), Udi’s Healthy Foods, LLC, a Colorado limited liability company (“Udi”; and |
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| December 24, 2013 |
EX-2.1 2 v363713ex2-1.htm EXHIBIT 2.1 Execution Version UNIT PURCHASE AGREEMENT dated as of December 23, 2013 by and among GFA BRANDS, INC., BOULDER BRANDS, INC., SELLERS (AS DEFINED HEREIN) and BURRITO INVESTMENT GROUP LLC in the capacity of Seller Representative Table of Contents Page ARTICLE 1 THE UNIT PURCHASE 1 1.1 Purchase and Sale of Units 1 1.2 Purchase Price 1 1.3 Estimated Purchase Price |
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| December 17, 2013 |
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP] December 17, 2013 Via EDGAR Karl Hiller Branch Chief Division of Corporate Finance Securities and Exchange Commission 100 F Street, N. |
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| December 6, 2013 |
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 3, 2013 BOULDER BRANDS, INC. |
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| December 6, 2013 |
Boulder Brands, Inc. Announces Retirement of William Hooper from Board of Directors Exhibit 99.1 Boulder Brands, Inc. Announces Retirement of William Hooper from Board of Directors Boulder, CO (December 6, 2013) – Boulder Brands, Inc. (NasdaqGM: BDBD) announced today the retirement of William E. Hooper from the board of directors effective December 31, 2013. Mr. Hooper has served on the Boulder Brands Board since the Company’s inception in 2005, and has served as the Company’s se |
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| November 7, 2013 |
Boulder Brands Announces 2013 Third Quarter Results Exhibit 99.1 Boulder Brands Announces 2013 Third Quarter Results Boulder, CO (November 7, 2013) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the third quarter ended September 30, 2013. For the third quarter of 2013 compared to the equivalent period of 2012: Net sales increased 17.0% to $118.5 million, operating income increased to $8.4 million from a loss of |
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| November 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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) November 7, 2013 BOULDER BRANDS, INC. |
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| October 7, 2013 |
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) October 7, 2013 BOULDER BRANDS, INC. |
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| October 7, 2013 |
Boulder Brands, Inc. Announces New Board Member EX-99.2 4 v356843ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Boulder Brands, Inc. Announces New Board Member Boulder, CO (October 7, 2013) – Boulder Brands, Inc. (NasdaqGM: BDBD) announced today Benjamin D. Chereskin will join the board of directors as an independent director. Ben Chereskin is an investment professional with 30 years of private equity investment experience. In 2009, Mr. Chereskin founded |
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| October 7, 2013 |
Exhibit 10.1 September 23, 2013 James B. Leighton Re: Employment with Boulder Brands, Inc. Dear Jim, We are quite enthusiastic to step into a working relationship with you… one that will allow us to create, collaborate and challenge each other to be our best and brightest selves as we build significant value in Boulder Brands and its affiliates. We are impressed with your energy and your talent an |
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| October 7, 2013 |
Boulder Brands, Inc. Announces New Chief Operating Officer Exhibit 99.1 Boulder Brands, Inc. Announces New Chief Operating Officer Boulder, CO (October 7, 2013) – Boulder Brands, Inc. (NasdaqGM: BDBD) announced today the appointment of its director, James B. Leighton, to Chief Operating Officer, effective October 7, 2013. Mr. Leighton will oversee operations, including internal and external manufacturing, research and development and food service across t |
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| September 10, 2013 |
BDBD / Boulder Brands, Inc. / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) BOULDER BRANDS INC (Name of Issuer) COM (Title of Class of Securities) 101405108 (CUSIP Number) August 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| August 1, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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) August 1, 2013 BOULDER BRANDS, INC. |
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| August 1, 2013 |
Boulder Brands Announces 2013 Second Quarter Results Exhibit 99.1 Boulder Brands Announces 2013 Second Quarter Results Boulder, CO (August 1, 2013) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the second quarter ended June 30, 2013. For the second quarter of 2013 compared to the equivalent period of 2012: · Net sales increased 45.7% to $110.7 million, operating income increased 148.8% to $10.7 million, and adju |
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| July 10, 2013 |
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) July 10, 2013 BOULDER BRANDS, INC. |
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| July 10, 2013 |
EXECUTION VERSION Credit Agreement Dated as of July 9, 2013, among GFA Brands, Inc. |
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| July 10, 2013 |
Boulder Brands, Inc. Completes $330 Million Credit Facility Boulder Brands, Inc. Completes $330 Million Credit Facility Boulder, CO (July 10, 2013) – Boulder Brands, Inc. (NasdaqGM: BDBD) announced today it closed on a new senior secured credit facility. The new $330 million secured credit facility consists of a $250 million 7-year term loan and an $80 million 5-year revolving credit facility. The proceeds will be used to refinance the Company’s existing $ |
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| June 19, 2013 |
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) June 18, 2013 BOULDER BRANDS, INC. |
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| May 24, 2013 |
Submission of Matters to a Vote of Security Holders - 8-K 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) May 22, 2013 BOULDER BRANDS, INC. |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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) May 2, 2013 BOULDER BRANDS, INC. |
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| May 2, 2013 |
Boulder Brands Announces 2013 First Quarter Results Exhibit 99.1 Boulder Brands Announces 2013 First Quarter Results Boulder, CO (May 2, 2013) – Boulder Brands, Inc. (NasdaqGM: “BDBD”) today announced its financial results for the first quarter ended March 31, 2013. For the first quarter of 2013 compared to the equivalent period of 2012: · Net sales increased 34.5% to $106.7 million, GAAP operating income increased 64.3% to $12.7 million, and adjus |
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| April 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| March 19, 2013 |
First Amendment to Credit Agreement Execution Copy First Amendment to Credit Agreement This First Amendment to Credit Agreement (herein, this “Amendment”) is entered into as of March 15, 2013 (the “First Amendment Effective Date”), among GFA Brands, Inc. |
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| March 19, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K 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 15, 2013 BOULDER BRANDS, INC. |
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| March 19, 2013 |
Boulder Brands Announces Amendment to Credit Agreement Boulder Brands Announces Amendment to Credit Agreement BOULDER, Colo., March 18, 2013 (GLOBE NEWSWIRE) - Boulder Brands, Inc. (the "Company") (BDBD) today announced that it has successfully amended its credit agreement, which was originally entered into on July 2, 2012. The amendment, among other things, increases the Company's revolving credit facility from $40.0 million to $60.0 million, increas |
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| February 28, 2013 |
Exhibit 99.1 Boulder Brands Announces 2012 Fourth Quarter Results Company Delivers 35% Net Sales Growth & 15% Organic Net Sales Growth in the Quarter; Operating Income Increases 70% to $11.2 Million; Organic Cash Operating Income Increases 47% to $18.6 Million; Company Increases 2013 Outlook Boulder, CO (February 28, 2013) – Boulder Brands, Inc. (NasdaqGM: BDBD) today announced its financial resul |
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| February 28, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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) February 28, 2013 BOULDER BRANDS, INC. |
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| February 14, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Boulder Brands, Inc. (F/K/A Smart Balance, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 12, 2013 |
BDBD / Boulder Brands, Inc. / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) SMART BALANCE INC (Name of Issuer) COM (Title of Class of Securities) 83169Y108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 12, 2013 |
BDBD / Boulder Brands, Inc. / VANGUARD GROUP INC Passive Investment boulderbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Boulder Brands Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 101405108 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box |
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| February 12, 2013 |
BDBD / Boulder Brands, Inc. / WELLS FARGO & COMPANY/MN Passive Investment SC 13G 1 wfboulderbra-101405108.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) BOULDER BRANDS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 101405108 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 12, 2013 |
BDBD / Boulder Brands, Inc. / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SMART BALANCE INC (Name of Issuer) Research needed (Title of Class of Securities) 83169Y108 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 11, 2013 |
BDBD / Boulder Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BOULDER BRANDS INC (Name of Issuer) Common Stock (Title of Class of Securities) 101405108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 3, 2013 |
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 31, 2012 BOULDER BRANDS, INC. |
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| January 3, 2013 |
CERTIFICATE OF OWNERSHIP AND MERGER MERGING SMBL MERGER CORP. WITH AND INTO SMART BALANCE, INC. Pursuant to Section 253 of the General Corporation Law of the State of Delaware On this 18th day of December, 2012, Smart Balance, Inc., a Delaware corporation (the “Corporation”), does hereby certify that: FIRST: The Corporation is incorporated pursuant to the General Corporation Law of the State of De |
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| January 3, 2013 |
Smart Balance, Inc. Announces Name Change to Boulder Brands, Inc. Change in NASDAQ Ticker to “BDBD” Relocation of Principal Corporate Office to Boulder, CO, in Summer of 2013 Boulder, CO (January 2, 2013) – Smart Balance, Inc. (former NasdaqGM: SMBL) today announced it has changed its name to Boulder Brands, Inc. (NasdaqGM: BDBD). As previously disclosed, the name change to Boulder Brands, Inc. wa |
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| December 28, 2012 |
CORRESP 1 filename1.htm December 28, 2012 Via EDGAR Mr. Brad Skinner Senior Assistant Chief Accountant Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Smart Balance, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 6, 2012 Form 10-Q for the Quarterly Period Ended September 30, 2012 Filed November 8, 2012 Items 2.02 and |
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| November 8, 2012 |
Exhibit 99.1 Smart Balance Announces 2012 Third Quarter Results Company Delivers 41% Reported & 11% Organic Net Sales Growth in the Quarter; Organic Cash Operating Income Increases 23% to $15.1 Million; Reiterates 2012 & 2013 Outlook Paramus, N.J. (November 8, 2012) – Smart Balance, Inc. (NasdaqGM: SMBL) today announced its financial results for the third quarter ended September 30, 2012. For the |
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| November 8, 2012 |
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) November 8, 2012 SMART BALANCE, INC. |
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| November 7, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE £ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Association 94-1347 |
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| November 7, 2012 |
Exhibit 4.3 SMART BALANCE, INC., as Issuer, and Wells Fargo Bank, National Association, as Trustee Indenture Dated as of Subordinated Debt Securities - i - CROSS REFERENCE SHEET* Between Provisions of Trust Indenture Act (as defined herein) and Indenture, dated as of , between SMART BALANCE, INC. and Wells Fargo Bank, National Association, as Trustee: SECTION OF THE ACT SECTION OF INDENTURE 310(a) |
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| November 7, 2012 |
Exhibit 4.2 SMART BALANCE, INC., as Issuer, and Wells Fargo Bank, National Association, as Trustee Indenture Dated as of Senior Debt Securities - i - CROSS REFERENCE SHEET* Between Provisions of Trust Indenture Act (as defined herein) and Indenture, dated as of , between SMART BALANCE, INC. and Wells Fargo Bank, National Association, as Trustee: SECTION OF THE ACT SECTION OF INDENTURE 310(a)(1) an |
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| November 7, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE £ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Association 94-1347 |
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| November 7, 2012 |
Exhibit 12.1 SMART BALANCE, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Year Ended December 31, Six Months Ended June 2007 2008 2009 2010 2011 30, 2012 EARNINGS Income (loss) before income taxes $ (65,254 ) $ (10,531 ) $ 4,824 $ (121,355 ) $ 20,832 $ 9,452 Interest expense 9,678 10,499 5,179 3,598 3,612 2,450 Interest factor in rent expense 52 169 |
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| November 7, 2012 |
S-8 1 v327411s8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 7, 2012. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SMART BALANCE, INC. (Exact name of registrant as specified in its charter) Delaware 20-2949397 (State or other jurisdiction of incorporati |
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| November 7, 2012 |
S-3ASR 1 v327262s3asr.htm FORM S-3ASR As filed with the Securities and Exchange Commission on November 7, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smart Balance, Inc. (Exact name of registrant as specified in its charter) Delaware 20-2949397 (State or other jurisdiction of incor |
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| November 7, 2012 |
SMART BALANCE, INC. 2012 INDUCEMENT AWARD PLAN SMART BALANCE, INC. 2012 INDUCEMENT AWARD PLAN Section 1. Purpose and Construction. (a) Purpose. Smart Balance, Inc. has implemented the Smart Balance, Inc. 2012 Inducement Award Plan (the “Plan”) in order to promote the long-term growth and financial success of Smart Balance, Inc. and increase shareholder value by attracting outstanding officers and other employees. The Plan is designed to accomp |
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| October 2, 2012 |
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) September 27, 2012 SMART BALANCE, INC. |
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| October 2, 2012 |
EX-99.1 3 v324840ex99-1.htm EXHIBIT 99.1 Smart Balance Announces Reorganization New Corporate Name Boulder Brands, Inc. Corporate Headquarters Will Move To Boulder, Colorado Paramus, N.J. (October 2, 2012) – Smart Balance, Inc. (NasdaqGM: SMBL) today announced plans to evolve its organizational structure to establish two business segments, move its corporate headquarters to Boulder, CO, and change |
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| October 2, 2012 |
SMART BALANCE, INC. SEPARATION AND RELEASE AGREEMENT SMART BALANCE, INC. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (“Agreement”) is by and between Smart Balance, Inc. (together with Smart Balance, Inc.’s subsidiaries, “Smart Balance”) and Terrence S. Schulke (the “Executive”). WHEREAS the Executive is currently employed by Smart Balance; WHEREAS Smart Balance and the Executive are party to the Separation Agreement dated |
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| September 10, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 8-K/A 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 2, 2012 Smart Balance, Inc. |
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| September 10, 2012 |
Exhibit 99.1 UDI’S HEALTHY FOODS, LLC FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT December 31, 2011 UDI’S HEALTHY FOODS, LLC CONTENTS Page Independent Auditors’ Report 1 Balance Sheets 2 Statements of Operations 3 Statements of Members’ Capital 4 Statements of Cash Flows 5 Notes to Financial Statements 6-10 Independent Auditors’ Report To the Members Udi’s Healthy Foods, LLC We have audi |
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| September 10, 2012 |
Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF SMART BALANCE, INC., GLUTINO FOOD GROUP AND UDI’S HEALTHY FOODS, LLC The following unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2011 and for the six months ended June 30, 2012 are presented on a pro forma basis to give effect to the completed acquisitions of Glutin |
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| August 2, 2012 |
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) August 2, 2012 SMART BALANCE, INC. |
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| August 2, 2012 |
Exhibit 99.1 Smart Balance Announces 2012 Second Quarter Results Company Delivers 29% Net Sales Growth in the Quarter; Cash Operating Income Increases to $10.9 Million; Increases 2012 Outlook & Introduces 2013 Outlook to Account for Udi’s Acquisition Paramus, N.J. (August 2, 2012) – Smart Balance, Inc. (NasdaqGM: SMBL) today announced its financial results for the second quarter ended June 30, 201 |
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| July 2, 2012 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of May 31, 2012, by and among HUBSON ACQUISITION, LLC, an Indiana limited liability company (“Hubson”), EHUD BARON (“Ehud”), ETAI BARON (“Etai”), RIVKA GRINBERG (“Grinberg”), YOSEF LUTWAK (“Lutwak”), CHADWICK WHITE (“White”) (collectively, Hubson, Ehud, Etai, Grinberg, Lutwak and White are referred to herein as “Sellers,” and each is sometimes referred to herein as a “Seller”), Smart Balance, Inc. |
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| July 2, 2012 |
FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT This FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of June 29, 2012 (this “Amendment”), is by and between Smart Balance, Inc. |
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| July 2, 2012 |
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) July 2, 2012 SMART BALANCE, INC. |
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| July 2, 2012 |
EX-10.1 4 v317508ex10-1.htm EXHIBIT 10.1 Credit Agreement Dated as of July 2, 2012, among GFA Brands, Inc., Glutino USA, Inc., UHF Acquisition Corp., and Udi’s Healthy Foods, LLC, as the Borrowers Smart Balance, Inc., as the Parent and a Guarantor The other Guarantors from time to time parties hereto, the Lenders from time to time parties hereto, and Bank of Montreal, as Administrative Agent BMO C |
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| July 2, 2012 |
Smart Balance Completes Acquisition of Udi’s Healthy Foods, LLC Closes New Senior Secured Credit Facility Expected to Accelerate Organic Growth Rate & Diversify Mix to Natural Brands Paramus, N. |
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| June 29, 2012 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 smbl01.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Smart Balance, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83169Y108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Perso |
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| June 18, 2012 |
Investor Presentation June 2012 Steve Hughes Chairman & CEO EX-99.1 2 v316226ex99-1.htm EXHIBIT 99.1 Investor Presentation June 2012 Steve Hughes Chairman & CEO Forward Looking Statements This presentation may contain forward - looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe, ”continue,” “going forward,” and “grow,” as well as similar comments, are forward |
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| June 18, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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) June 18, 2012 SMART BALANCE, INC. |
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| June 1, 2012 |
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) May 31, 2012 SMART BALANCE, INC. |
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| June 1, 2012 |
BDBD / Boulder Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D 1 smbl00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Smart Balance, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83169Y108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Rece |
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| June 1, 2012 |
“Transforming the Company & Accelerating its Growth” June 1, 2012 EX-99.2 4 v315035ex99-2.htm EXHIBIT 99.2 “Transforming the Company & Accelerating its Growth” June 1, 2012 Forward Looking Statements This presentation may contain forward - looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” ”continue,” “going forward,” and “grow,” as well as similar comments, are |
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| June 1, 2012 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of May 31, 2012, by and among HUBSON ACQUISITION, LLC, an Indiana limited liability company (“Hubson”), EHUD BARON (“Ehud”), ETAI BARON (“Etai”), RIVKA GRINBERG (“Grinberg”), YOSEF LUTWAK (“Lutwak”), CHADWICK WHITE (“White”) (collectively, Hubson, Ehud, Etai, Grinberg, Lutwak and White are referred to herein as “Sellers,” and each is sometimes referred to herein as a “Seller”), Smart Balance, Inc. |
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| June 1, 2012 |
Smart Balance Signs Definitive Agreement to Acquire Udi’s Healthy Foods, LLC Leading Brand in Gluten-Free Bread & Baked Goods Transaction Will Diversify Health and Wellness Food Platform & Accelerate Growth Paramus, N. |
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| May 25, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K 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) May 23, 2012 SMART BALANCE, INC. |
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| May 3, 2012 |
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) May 3, 2012 SMART BALANCE, INC. |
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| May 3, 2012 |
EX-99.1 2 v311743ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Smart Balance Announces 2012 First Quarter Results Company Delivers 33% Net Sales Growth in the Quarter; Cash Operating Income Increases to $11.8 Million; Maintains 2012 Outlook Paramus, N.J. (May 3, 2012) – Smart Balance, Inc. (NasdaqGM: SMBL) today announced its financial results for the first quarter ended March 31, 2012. For the first quart |
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| April 18, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 4, 2012 |
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 30, 2012 SMART BALANCE, INC. |
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| February 23, 2012 |
Smart Balance Announces 2011 Fourth Quarter and Full Year Results Company Delivers 34% Net Sales Growth in the Quarter; Cash Operating Income Increases 63% to $11. |
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| February 23, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) February 23, 2012 SMART BALANCE, INC. |
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| February 14, 2012 |
BDBD / Boulder Brands, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd056.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SMART BALANCE INC (Name of Issuer) Common Stock (Title of Class of Securities) 83169Y108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 13, 2012 |
BDBD / Boulder Brands, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response: 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Smart Balance (Name of Issuer) Common (Title of Class of Securities) 83169Y108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires |
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| February 8, 2012 |
BDBD / Boulder Brands, Inc. / VANGUARD GROUP INC Passive Investment SC 13G 1 smartbalanceinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Smart Balance Inc Title of Class of Securities: Common Stock CUSIP Number: 83169Y108 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box to designate the rule pursuant to whic |
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| January 20, 2012 |
SMART BALANCE, INC. SEPARATION AGREEMENT AND RELEASE EXHIBIT 10.1 SMART BALANCE, INC. SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is by and between Smart Balance, Inc. (“Smart Balance”) and Alan Gever (“Gever”). WHEREAS Gever is currently employed by Smart Balance, and WHEREAS Smart Balance and Gever acknowledge and agree to the following terms and conditions regarding the termination of Gever’s employment NO |
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| January 20, 2012 |
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) January 20, 2012 SMART BALANCE, INC. |
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| January 6, 2012 |
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 31, 2011 SMART BALANCE, INC. |
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| January 6, 2012 |
Exhibit 10.1 SMART BALANCE, INC. SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT To: Stephen B. Hughes (“you”) Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted an Award consisting of restricted stock units (the "Restricted Stock Units"), effective January 3, 2012 (the “Grant Date”). Your Restricted Stock Units a |
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| January 6, 2012 |
Exhibit 10.4 SMART BALANCE, INC. SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN STOCK OPTION GRANT NOTICE AND AGREEMENT To: «Name» (“you”) Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted a stock option award (the “Option”), effective «GrantDate» (the “Grant Date”). Your Option is subject to the terms of this Stock Option Grant Notice and Agreement (this “Agr |
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| January 6, 2012 |
Exhibit 10.2 SMART BALANCE, INC. SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN STOCK OPTION GRANT NOTICE AND AGREEMENT To: Stephen B. Hughes (“you”) Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted a stock option award (the “Option”), effective January 3, 2012 (the “Grant Date”) under the terms of the Second Amended and Restated Smart Balance, Inc. Stock and |
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| January 6, 2012 |
Exhibit 10.3 SMART BALANCE, INC. SECOND AMENDED AND RESTATED STOCK AND AWARDS PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT To: «Name» (“you”) Smart Balance, Inc. (the “Company”) is pleased to confirm that you have been granted an Award consisting of restricted stock units (the "Restricted Stock Units"), effective January 3, 2012 (the “Grant Date”). Your Restricted Stock Units are subject |
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| January 6, 2012 |
SMART BALANCE, INC. SEVERANCE AGREEMENT Exhibit 10.5 SMART BALANCE, INC. SEVERANCE AGREEMENT This Smart Balance, Inc. Severance Agreement (the “Agreement”) is made and entered into as of January 1, 2012 (the “Effective Date”) by and between Smart Balance, Inc., a Delaware corporation (the “Company”), and «Name» (“Employee”). Recitals A. The Employee is a key employee of the Company or a Company Entity; B. The Board of Directors of the C |
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| January 6, 2012 |
Smart Balance Announces New Executive Appointments Company Affirms 2011 and 2012 Outlook Exhibit 99.1 Smart Balance Announces New Executive Appointments Company Affirms 2011 and 2012 Outlook Paramus, N.J. (January 6, 2012) – Smart Balance, Inc. (NasdaqGM: SMBL) today announced three new executive appointments and affirmed its previously announced outlook for 2011 and 2012. Terry Schulke, previously Executive Vice President and General Manager, Commercial Operations, has been promoted |
