8-K

Asfiled with the Securities and Exchange Commission on June 3, 2020

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 3, 2020

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code:  (

973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:

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:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 7.01. Regulation FD Disclosure.

On June 3, 2020, B&G Foods issued a press release announcing preliminary, unaudited net sales for the four weeks ending May 23, 2020 (fiscal May 2020) and the eight weeks ending May 23, 2020 (the first two months of second quarter 2020). A copy of the press release is attached to this report as Exhibit 99.1. The information contained in the press release is incorporated by reference herein and is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

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.

Exhibit 99.1

B&G Foods Reports Strong Fiscal May2020 Net Sales

Parsippany, N.J., June 3, 2020—B&G Foods, Inc. (NYSE: BGS) today announced preliminary, unaudited net sales for the four weeks ending May 23, 2020 (fiscal May 2020) and the eight weeks ending May 23, 2020 (the first two months of second quarter 2020).

Net Sales (vs. prior year fiscal May and prior year firsttwo months of second quarter, as applicable)

Guidance

As social distancing and stay-at-home mandates relating to COVID-19 are beginning to ease, the Company expects net sales growth for fiscal June 2020 to be above historical levels but more modest than net sales growth for the first two months of the second quarter. The Company expects net sales for the second quarter of 2020 to be in the range of $510 million to $525 million.

The ultimate impact of the COVID-19 pandemic on the Company’s business will depend on many factors, including, among others, the duration of social distancing and stay-at-home mandates, the pace and success of measures to ease social distancing and stay-at-home mandates, whether a second or third wave of COVID-19 will affect the United States and the rest of North America, the Company’s ability to continue to operate its manufacturing facilities and maintain its supply chain without material disruption, the timing and amount of incremental costs relating to COVID-19, and the extent to which macroeconomic conditions resulting from the pandemic and the pace of the subsequent recovery may impact consumer eating habits.

About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico.  With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including Back to Nature, B&G, B&M, Cream of Wheat, Dash, Green Giant, Las Palmas, Le Sueur, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone.  For more information about B&G Foods and its brands, please visit www.bgfoods.com.

Forward-Looking Statements

Statements in this press release that are not statementsof historical or current fact constitute “forward-looking statements.” The forward-looking statements contained inthis press release include, without limitation, statements related to the Company’s net sales guidance for fiscal June 2020and expectations regarding the impact of COVID-19 on the Company’s business. Such forward-looking statements involveknown and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to bematerially different from the historical results or from any future results expressed or implied by such forward-looking statements.In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeledwith the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar referencesto future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: theimpact of the COVID-19 pandemic and social unrest on the Company’s business, including, without limitation, the ability ofthe Company and its supply chain partners and customers to continue to operate manufacturing facilities, distribution centers,grocery stores and other work and retail locations without material disruption; the Company’s substantial leverage; the effectsof rising costs for the Company’s raw materials, packaging and ingredients; crude oil prices and their impact on distribution,packaging and energy costs; the Company’s ability to successfully implement sales price increases and cost saving measuresto offset any cost increases; intense competition, changes in consumer preferences, demand for the Company’s products andlocal economic and market conditions; the Company’s continued ability to promote brand equity successfully, to anticipateand respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectivelywith lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity;the risks associated with the expansion of the Company’s business; the Company’s possible inability to identify newacquisitions or to integrate recent or future acquisitions or the Company’s failure to realize anticipated revenue enhancements,cost savings or other synergies; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act; the Company’sability to access the credit markets and the Company’s borrowing costs and credit ratings, which may be influenced by creditmarkets generally and the credit ratings of the Company’s competitors; unanticipated expenses, including, without limitation,litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as comparedto the U.S. dollar; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on theCompany’s international procurement, sales and operations; future impairments of the Company’s goodwill and intangibleassets; the Company’s ability to successfully complete the implementation of additional modules and the integration and operationof a new enterprise resource planning (ERP) system; the Company’s ability to protect information systems against, or effectivelyrespond to, a cybersecurity incident or other disruption; the Company’s sustainability initiatives and changes to environmentallaws and regulations; and other factors that affect the food industry generally. The forward-looking statements contained hereinare also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filingswith the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s Annual Reporton Form 10-K for fiscal 2019 filed on February 26, 2020 and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautionednot to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foodsundertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, futureevents or otherwise.

Contacts:

| - 2 - |

| --- |