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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 25, 2004
UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21531 05-0376157
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
260 Lake Road
Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code)
(860) 779-2800 (Registrant's Telephone
Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits.
Exhibit No. Description
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4.1 First Amendment to Rights Agreement, dated as of
June 25, 2004, between the Company and Continental
Stock Transfer and Trust Company, as Rights Agent.
99.1 Press Release, dated June 25, 2004, announcing
that the Company's Board of Directors unanimously
voted to amend the Company's stockholder rights
plan to accelerate the final expiration date of
the purchase rights issued thereunder.
Item 9. Regulation FD Disclosure
On June 25, 2004, the Company issued a press release announcing that its
Board of Directors unanimously voted to amend the Company's stockholder rights
plan to accelerate the final expiration date of the purchase rights issued
thereunder. Under the terms of the amendment, the purchase rights will now
expire at the close of business on June 30, 2004, rather than February 22, 2010,
as initially provided under the stockholder rights plan. The stockholder rights
plan will be terminated upon the expiration of the purchase rights, thereby
eliminating the stockholder rights plan altogether. Copies of the amendment and
the press release are attached as exhibits to this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED NATURAL FOODS, INC.
By: /s/ Rick D. Puckett
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Rick D. Puckett
Vice President, Treasurer and Chief
Financial Officer
Date: June 28, 2004
EXHIBIT INDEX
Exhibit No. Description
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4.1 First Amendment to Rights Agreement, dated as of June
25, 2004, between the Company and Continental Stock
Transfer and Trust Company, as Rights Agent.
99.1 Press Release, dated June 25, 2004, announcing that the
Company's Board of Directors unanimously voted to amend
the Company's stockholder rights plan to accelerate the
final expiration date of the purchase rights issued
thereunder.