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): March 29, 2012 (March 29, 2012)
FLOWERS FOODS, INC.
(Exact Name of Registrant as specified in its charter)
| Georgia | 1-16247 | 58-2582379 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1919 Flowers Circle, Thomasville, GA | 31757 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (229) 226-9110
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
Flower Foods, Inc. is filing a Form of Indenture and its Statement Regarding Ratio of Earnings to Fixed Charges as Exhibit 4.1 and Exhibit 12.1, respectively, to this Current Report on Form 8-K. Exhibit 4.1 and Exhibit 12.1 are each incorporated by reference into the Registration Statement on Form S-3ASR (File No. 333-172104) as exhibits thereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 4.1 | Form of Indenture | |
| 12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLOWERS FOODS, INC. | ||||||
| Dated: March 29, 2012 | By: | /s/ R. Steve Kinsey | ||||
| Name: | R. Steve Kinsey | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
3
INDEX TO EXHIBITS
| Index |
Description | |
| 4.1 | Form of Indenture | |
| 12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges | |
4