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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):

July 10, 2006

 

UNIFIRST CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Massachusetts

1-8504

 

04-2103460

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

68 Jonspin Road

Wilmington, Massachusetts 01887

(978) 658-8888

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (978) 658-8888

 

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

Item 8.01.

Other Events

 

On July 10, 2006, UniFirst Corporation (the “Company”) issued a press release (the “Press Release”) announcing that certain selling stockholders plan to offer 4,000,000 shares of the Company’s Common Stock in an underwritten public offering. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Such information, including the exhibit attached hereto, shall not be deemed filed for any purpose, including for purposes of, Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 on the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.

Description of Exhibit

 

99.1*

Press Release dated July 10, 2006

________

* Filed herewith

 

 

 

 

 

 

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.

 

 

Dated: July 12, 2006

 

UNIFIRST CORPORATION

 

                                                                                                                

 

By:

/s/ Ronald D. Croatti

 

Name:

Ronald D. Croatti

 

Title:

Chairman of the Board, Chief

 

 

Executive Officer and President

                                                                                                                

 

By:

/s/ John B. Bartlett

 

Name:

John B. Bartlett

 

Title:

Senior Vice President and Chief

 

 

Financial Officer

 

 

 

 

 

 

 

 

Exhibit Index

 

Exhibit No.

Description of Exhibit

 

99.1*

Press Release dated July 10, 2006

_______

* Filed herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

UniFirst Announces Secondary Offering of 4,000,000 Shares of Common Stock

 

WILMINGTON, Mass.--(BUSINESS WIRE)--July 10, 2006--UniFirst Corporation (NYSE: UNF) announced today that certain selling stockholders plan to offer 4,000,000 shares of Common Stock in an underwritten public offering. All of the shares to be sold in the offering are currently owned by certain members of the Croatti family. In connection with the offering, certain selling stockholders have granted the underwriters an option for a period of 30 days to purchase an additional 600,000 shares of Common Stock to cover over-allotments, if any. The Company will not be selling any shares in the offering and will not receive any proceeds from the sale of the shares by the selling stockholders.

 

J.P. Morgan Securities Inc. is acting as sole book-running manager for the offering, Robert W. Baird & Co. Incorporated, as joint lead manager, and William Blair & Company, L.L.C. and Barrington Research Associates, Inc. are acting as co-managers.

 

This secondary offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on May 22, 2006. A preliminary prospectus supplement and the accompanying prospectus related to the offering have been filed with the Securities and Exchange Commission. Printed copies of the preliminary prospectus supplement and the accompanying prospectus related to the offering may be obtained, when available, from:

 

JPMorgan

National Statement Processing

Prospectus Library

4 Chase Metrotech Center

CS Level

Brooklyn, NY 11245

Tel: 718-242-8002

Fax: 718-242-1350

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful. Offers to sell shares of the Company's Common Stock will be made only by means of a prospectus supplement and the accompanying prospectus.

 

This press release contains "forward-looking statements" within the meaning of federal securities law. The forward-looking statement in this press release is subject to numerous risks and uncertainties, including the risk the offering may not be completed as described herein, or at all.

 

About UniFirst:

 

UniFirst is one of the largest providers of workplace uniforms and protective work wear in North America. The Company serves approximately 190,000 customer locations in 46 states, Canada and Europe from 189 customer service, distribution and manufacturing facilities.

 

CONTACT: UniFirst Corporation

John B. Bartlett, 978-658-8888

jbartlett@unifirst.com

 

SOURCE: UniFirst Corporation

 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding UniFirst's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.