a8-k020108.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (date of earliest event reported): January 31, 2008
SENECA
FOODS CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
New
York
(State
or Other Jurisdiction of Incorporation)
|
0-01989
(Commission
File Number)
|
16-0733425
(IRS
Employer Identification No.)
|
3736
South Main Street, Marion, New York 14505-9751
(Address
of Principal Executive Offices, including zip code)
(315)
926-8100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
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
2.02 Results
of Operations and Financial Condition
On
February 1, 2008, Seneca Foods Corporation (the “Corporation”) issued a press
release on its financial results for the third quarter ended December 29, 2007
furnished as Exhibit 99.1, attached hereto.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
On
January 31, 2008, the Board of Directors of the Company adopted a resolution
setting the number of members of the Board of Directors at
ten. Effective as of such date, pursuant to Section 10 of Article II
of the Amended and Restated Bylaws of the Company, the Board of Directors has
elected James F. Wilson to its Board of Directors to fill the vacancy created
by
the expansion of the size of the Board. Mr. Wilson shall serve until
the 2008 Annual Meeting of Shareholders or until his successor has been duly
elected and qualified. The committees of the Board to which Mr.
Wilson will be named have not been determined at this time.
Mr.
Wilson is a general partner of Carl Marks Management Company, L.P.
(“CMMC”). Prior to joining CMMC in 2001 he was a partner for ten
years of Jacobson Partners, a private equity investment firm. Mr.
Wilson is a graduate of Dartmouth College and the Harvard Graduate School of
Business Administration.
Mr.
Wilson was appointed as a member of the Company’s Board of Directors pursuant to
the terms of a Shareholders Agreement dated June 22, 1998 by and among the
Company and the parties listed therein. A copy of the Shareholders
Agreement was filed as Exhibit 2(B) to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 2,
1998. Under the Shareholders Agreement, certain affiliates of CMMC
were granted the right to designate two individuals to the Company’s Board of
Directors and certain substantial shareholders of the Company, including the
Wolcott and Kayser families are required to vote their respective shares of
capital stock of the Company to elect CMMC director
designees. Currently, Mr. Wilson and Andrew M. Boas are the two CMMC
director designees and the increase in the size of the Board permits a former
CMMC designee to remain on the Board. Mr. Wilson does not have any
relationship with the Company that would require disclosure pursuant to Item
404(a) of Regulation S-K.
Mr.
Wilson will receive compensation for his service on the Board of Directors
in
accordance with the Company’s standard compensatory arrangement for non-employee
directors. A description of the Company’s non-employee director
compensation program can be found under the caption “Compensation of Directors”
in the Company’s proxy statement for its 2007 Annual Meeting of Shareholders,
which was filed with the Securities and Exchange Commission on June 28,
2007.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
99.1
|
Press
Release dated February 1, 2008.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this amended report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February
1, 2008
SENECA
FOODS CORPORATION
By:
/s/Jeffrey L. Van Riper
Jeffrey
L. Van Riper
Controller
853225