Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On
The Company received notice from the plan administrator that in connection with the Offer, eligible participants in the Seneca Foods Corporation Employee Savings Plan (the "Plan") who choose to participate in the Offer will not be able to effect certain transactions with respect to the Plan's Company stock fund, including exchanges out, loans, withdrawals and distributions into or out of the Company stock fund (the "Participant Restrictions").
If the Participant Restrictions apply to 50% or more of the participants in the Plan for a period of more than three consecutive business days, a blackout period would arise under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. During any blackout period, directors and executive officers of the Company would be prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an executive officer or services as a director of the Company (or any successor or subsidiary thereof).
It is currently unknown whether a blackout period will arise in connection with
the Offer, because we cannot determine at this time whether 50% or more of the
participants in the Plan will make, and not revoke, an election to participate
in the Offer. If a blackout period does arise because this 50% threshold is met,
the blackout period could begin as soon as
On
A copy of the blackout trading restriction notice to directors and executive officers of the Company, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information Regarding the Offer
Neither this report nor the exhibit hereto is a recommendation to buy or sell
any of the Company's securities and shall not constitute an offer to purchase or
the solicitation of an offer to sell any securities of the Company. The Offer is
being made exclusively pursuant to the Offer to Purchase, the related letter of
transmittal and other related materials filed as part of the tender offer
statement on Schedule TO (the "Schedule TO"). The offer materials are being sent
to holders of the Shares. Holders may also obtain free copies of the offer
materials online at the website of the
Item 9.01 Financial Statements and Exhibits. (d) Exhibits
Exhibit 99.1 Notice to Directors and Executive Officers of
Regarding the Potential Complete Blackout inTransactions Involving Equity Securities ofSeneca Foods Corporation , datedFebruary 8, 2021 .
Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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