UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 29, 2007
ASCENDIA BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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033-25900 |
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75-2228820 |
100 American Metro Boulevard, Suite 108, Hamilton, New Jersey 08619
(Address of Principal Executive Offices) (Zip Code)
609-219-0930
(Registrant’s Telephone Number, including Area Code)
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 140.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
(a) As previously reported by Ascendia Brands, Inc. (the “Registrant”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2007, the Registrant entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated as February 9, 2007, in favor of Prencen LLC and Prencen Lending LLC (collectively, “Prentice”) pursuant to which the Registrant was obligated to file a registration statement with respect to certain shares of the Registrant's common stock covered by the Registration Rights Agreement no later than June 30, 2007.
On June 29, 2007, pursuant to a Waiver and First Amendment to the Registration Rights Agreement (the “Amendment”), the Registrant and Prentice agreed that the deadline for filing the registration statement required under the Registration Rights Agreement would be extended until September 30, 2007. The foregoing summary of the Amendment is qualified in its entirety by the full text of the Amendment, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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* Filed electronically herewith
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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.
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Date: July 6, 2007 |
ASCENDIA BRANDS, INC. |
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By: |
/s/ John D. Wille | |||
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John D. Wille | ||||
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Chief Financial Officer |
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