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BNNY > SEC Filings for BNNY > Form 8-K on 14-Nov-2013All Recent SEC Filings

Show all filings for ANNIE'S, INC.

Form 8-K for ANNIE'S, INC.


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

On November 12, 2013, Annie's, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, UBS Securities LLC, as sole underwriter (the "Underwriter"), and Solera Partners, L.P. and SCI Partners, L.P. (collectively, the "Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell 2,537,096 shares (the "Offering Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), to the Underwriter at a price of $47.95 per share (the "Offering"). The Offering is expected to close on November 18, 2013, subject to the satisfaction of customary closing conditions. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated November 12, 2013, to the prospectus, included in the Company's registration statement on Form S-3 (File No. 333-189979), which was filed with the Securities and Exchange Commission (the "Commission") on July 16, 2013 and was declared effective on November 8, 2013.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Offering Shares by the Selling Stockholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Number                                    Description

1.1          Underwriting Agreement, dated November 12, 2013, by and among Annie's,
             Inc., UBS Securities LLC, as sole underwriter, and Solera Partners,
             L.P. and SCI Partners, L.P., as selling stockholders

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