##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year endedJune 26, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-19681
 JOHN B. SANFILIPPO & SON, INC.
  Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    36-2419677
(I.R.S. Employer Identification Number)
 1703 North Randall Road
Elgin, Illinois 60123
 (847) 289-1800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value per share
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Market)
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
   Non-accelerated filer o
(Do not check if a smaller reporting company)
 Smaller reporting company þ
 o þ
   Documents Incorporated by Reference:




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TABLE OF CONTENTS  PART IItem 1  BusinessItem 1A  Risk FactorsItem 1B  Unresolved Staff CommentsItem 2  PropertiesItem 3  Legal ProceedingsItem 4  Submission of Matters to a Vote of Security HoldersPART IIItem 5  Market for Registrants Common Equity and Related Stockholder MattersItem 6  Selected Financial DataItem 7  Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A  Quantitative and Qualitative Disclosures About Market RiskItem 8  Financial Statements and Supplementary DataItem 9  Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A  Controls and ProceduresPART IIIItem 10  Directors and Executive Officers of the RegistrantItem 11  Executive CompensationItem 12  Security Ownership of Certain Beneficial Owners and ManagementItem 13  Certain Relationships and Related Transactions, and Director IndependenceItem 14  Principal Accountant Fees and ServicesPART IVItem 15  Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXSubsidiariesConsent of PricewaterhouseCoopers LLPCertification of Jeffrey T. SanfilippoCertification of Michael J. ValentineSection 1350 Certification of Jeffrey T. SanfilippoSection 1350 Certification of Michael J. Valentine    Table of Contents  
 PART I
 
 Item 1  Business
 a. General Development of Business
 (i) Background
  Fisher, Flavor Tree, Sunshine
Country Texas Pride
 http://www.jbssinc.com. http://www.sec.gov
  (ii) Facility Consolidation Project
  3⁄4
 1




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(iii) Real Estate Transactions
    (iv) Credit Facilities
    2




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(v) Restructuring Initiatives
  3




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Sales Profitability Review
  Elimination of Store-Door Delivery System
  Facility Consolidation Project
  b. Segment Reporting
  c. Narrative Description of Business
 (i) General
   4




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(ii) Principal Products
  
  (iii) Customers
  (iv) Sales and Distribution
    (v) Marketing
  5




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(vi) Competition
  (vii) Raw Materials and Supplies
     6




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3⁄4
  (viii) Trademarks and Patents
 Fisher, Sunshine Country, Flavor Tree Texas Pride
 (ix) Employees
  (x) Seasonality
  (xi) Backlog
  (xii) Operating Hazards and Uninsured Risks
  7




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##### Table of Contents



Item 1A  Risk Factors
  We Cannot Control the Availability of Raw Materials and Market Price Fluctuations
  We Enter Into Fixed Price Commitments
  We have a Generally Vertically Integrated Model With Respect to Pecans, Peanuts and Walnuts
  8




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We Operate in a Competitive Environment
  We are Dependent Upon Certain Significant Customers
  We are Subject to Pricing Pressures
  Food Safety and Product Contamination Concerns Could Have a Material Adverse Effect on Us
  Product Liability and Product Recalls May Have a Material Adverse Effect on Us
  9




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##### Table of Contents



We are Dependent on Certain Key Personnel
  We are Subject to Risks and Uncertainties Regarding Our Facility Consolidation Project
   
    
    the facility consolidation project may not eliminate as many redundant processes as we
presently anticipate;
    
    sales volume may continue to decrease, in part because of our voluntary elimination of
non-profitable products, and we may not realize any future overall increases in demand for
our products necessary to justify additional production capacity available at the New Site;
    
    we may not achieve the planned levels of increased efficiencies at the New Site;
    
    we may not obtain tenants or receive rental income for the unused portions of the New
Site;
    
    we may not receive certain outstanding written permits from the City of Elgin, as
expected; and
    
    we may not be able to recover our investment in the Original Site.
  We are Subject to Government Regulation
  10




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Economic, Political and Social Risks of Doing Business in Emerging Markets May Have a Material
Adverse Effect on Us
  
    
    increased governmental ownership and regulation of the economy;
    
    greater likelihood of inflation and adverse economic conditions stemming from
governmental attempts to reduce inflation, such as imposition of higher interest rates and
wage and price controls;
    
    potential for contractual defaults or forced renegotiations on purchase contracts with
limited legal recourse;
    
    tariffs and other barriers to trade that may reduce our profitability; and
    
    civil unrest and significant political instability.
  The Way in Which We Measure Inventory May Have a Material Adverse Effect on Us
  We are Subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002
  Our Largest Stockholders Possess a Majority of Aggregate Voting Power, Which May Make a Takeover or
Change in Control More Difficult
  11




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We May Incur Material Losses as a Licensed Nut Warehouse Operator under the United States Warehouse
Act
  Esentially all of Our Real Property is Encumbered, Which Could Adversely Affect Our Ability to
Obtain Additional Capital if Required
  General Economic Conditions Could Significantly Affect Our Financial Results
  
 Item 1B  Unresolved Staff Comments
  
 Item 2  Properties
   a. Principal Facilities
 (1)
 12




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Date CompanyConstructed,Square
    
    Types of
    
    
    
    Acquired orLocation
    
    Footage
    
    Interest
    
    Description of Principal Use
    
    First OccupiedBainbridge, Georgia(2)
    
    
    245,000
    
    
    Owned
    
    Peanut shelling, purchasing, processing,
packaging, warehousing and distribution
    
    
    1987Garysburg, North Carolina
    
    
    160,000
    
    
    Owned
    
    Peanut shelling, purchasing, processing,
packaging, warehousing and distribution
    
    
    1994Selma, Texas(3)
    
    
    300,000
    
    
    Leased
    
    Pecan shelling, processing, packaging,
warehousing and distribution
    
    
    1992Gustine, California
    
    
    215,000
    
    
    Owned
    
    Walnut shelling, processing, packaging,
warehousing and distribution
    
    
    1993Elgin, Illinois(4)(Elgin Office Building)
    
    
    400,000
    
    
    Owned
    
    Rental Property
    
    
    2005Elgin, Illinois(5)(Elgin Warehouse Building)
    
    
    1,001,000
    
    
    Owned
    
    Processing, packaging, warehousing,
distribution and corporate offices
    
    
    2005
 
 (1)
    
    In addition to the properties listed in the table, we own land in Elgin, Illinois, which we
originally anticipated using in connection with the facility consolidation project (the
Original Site). For a description of the Original Site, see Part II, Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations  Introduction.(2)
    
    The Bainbridge facility is subject to a mortgage and deed of trust securing $5.125 million
(excluding accrued and unpaid interest) in industrial development bonds. See Part II, Item 7 
Managements Discussion and Analysis of Financial Condition and Results of Operations 
Liquidity and Capital Resources.(3)
    
    The sale of the Selma, Texas properties to the related party partnerships was consummated
during the first quarter of fiscal 2007. See Item 1(a)(iii) Real Estate Transactions.(4)
    
    The Elgin Office Building (part of the New Site) was acquired in April 2005. 41.5% of the
Elgin Office Building was leased back to the seller through April 2008. The lease was not
renewed. Approximately 20% of the Elgin Office Building is currently being leased to other
third parties. The remaining portion of the office building may be leased to third parties;
however, there can be no assurance that we will be able to lease the unoccupied space.
Further capital expenditures will be necessary to lease the remaining space, including the
space previously rented by the seller of the New Site.(5)
    
    The Elgin Warehouse Building (part of the New Site) was acquired in April 2005 and was
expanded from 653,000 to 1,001,000 square feet and was modified to our specifications. Our
Chicago area distribution operation was transferred to the Elgin Warehouse Building in July
2006 and our corporate headquarters were relocated to the Elgin Warehouse Building in February
2007. The majority of our Chicago area processing activities were transferred to the Elgin
Warehouse Building during fiscal 2007, with the remaining activities transferred in fiscal
2008 and the first quarter of fiscal 2009. b. Manufacturing Capability, Utilization, Technology and Engineering
   13




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Item 3  Legal Proceedings
  
 Item 4  Submission of Matters to a Vote of Security Holders
  EXECUTIVE OFFICERS OF THE REGISTRANT
  Jeffrey T. Sanfilippo, Chief Executive Officer 
 Michael J. Valentine, Chief Financial Officer and Group President 
 Jasper B. Sanfilippo, Jr., Chief Operating Officer and President 
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James A. Valentine, Chief Information Officer 
 William R. Pokrajac, Vice President, Risk Management and Investor Relations 
 Walter (Bobby) Tankersley Jr., Senior Vice President Industrial Sales 
 Everardo Soria, Senior Vice President Pecan Operations and Procurement 
 Herbert J. Marros, Director of Financial Reporting and Taxation 
 Michael G. Cannon, Senior Vice President of Corporate Operations 
 Frank S. Pellegrino, Corporate Controller 
 RELATIONSHIPS AMONG CERTAIN DIRECTORS AND EXECUTIVE OFFICERS
  15




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PART II
 
 Item 5  Market for Registrants Common Equity and Related Stockholder Matters
   Price Range ofCommon StockYear Ended June 26, 2008
    
    High
    
    Low4th Quarter
    
    $
    11.40
    
    
    $
    8.023rd Quarter
    
    $
    9.80
    
    
    $
    6.722nd Quarter
    
    $
    10.42
    
    
    $
    7.251st Quarter
    
    $
    12.30
    
    
    $
    6.73
 Price Range ofCommon StockYear Ended June 28, 2007
    
    High
    
    Low4th Quarter
    
    $
    14.25
    
    
    $
    10.323rd Quarter
    
    $
    16.19
    
    
    $
    11.812nd Quarter
    
    $
    12.29
    
    
    $
    9.801st Quarter
    
    $
    13.25
    
    
    $
    9.78
    
 16




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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  Number of securitiesWeighted
    
    
    remaining available forNumber of
    
    
    average
    
    
    future issuance undersecurities to
    
    
    exercise price
    
    
    equity compensationbe issued
    
    
    of
    
    
    plans (excludingupon exercise
    
    
    outstanding
    
    
    securities reflected in theof options
    
    
    options
    
    
    first column)Equity compensation plans approved by stockholders
    
    
    470,440
    
    
    $
    11.49
    
    
    
    31,000Equity
compensation plans not approved by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    470,440
    
    
    $
    11.49
    
    
    
    31,000
 
 Item 6  Selected Financial Data
  Statement of Operations Data:
 Year EndedJune 28,June 26,
    
    
    2007
    
    
    June 29,
    
    
    June 30,
    
    
    June 24,2008
    
    
    (as revised)
    
    
    2006
    
    
    2005
    
    
    2004Net sales
    
    $
    541,771
    
    
    $
    540,858
    
    
    $
    579,564
    
    
    $
    581,729
    
    
    $
    520,811Cost of sales
    
    
    475,538
    
    
    
    499,569
    
    
    
    542,447
    
    
    
    503,300
    
    
    
    428,967Gross profit
    
    
    66,233
    
    
    
    41,289
    
    
    
    37,117
    
    
    
    78,429
    
    
    
    91,844Selling and administrative expenses
    
    
    53,797
    
    
    
    55,457
    
    
    
    55,099
    
    
    
    51,842
    
    
    
    50,780Restructuring expenses
    
    
    1,765
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    (3,047
    )
    
    
    (940
    )
    
    
    
    
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    1,242
    
    
    
    
    
    
    
    Income (loss) from operations
    
    
    10,671
    
    
    
    (11,121
    )
    
    
    (18,284
    )
    
    
    26,587
    
    
    
    41,064Interest expense
    
    
    (10,502
    )
    
    
    (9,347
    )
    
    
    (6,516
    )
    
    
    (3,998
    )
    
    
    (3,434
    )Debt extinguishment costs
    
    
    (6,737
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (972
    )Rental and miscellaneous (expense) income, net
    
    
    (286
    )
    
    
    (629
    )
    
    
    (610
    )
    
    
    1,179
    
    
    
    440Loss (income) before income taxes
    
    
    (6,854
    )
    
    
    (21,097
    )
    
    
    (25,410
    )
    
    
    23,768
    
    
    
    37,098Income tax (benefit) expense
    
    
    (897
    )
    
    
    (7,520
    )
    
    
    (8,689
    )
    
    
    9,269
    
    
    
    14,468Net (loss) income
    
    $
    (5,957
    )
    
    $
    (13,577
    )
    
    $
    (16,721
    )
    
    $
    14,499
    
    
    $
    22,630Basic (loss) earnings per common share
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )
    
    $
    1.37
    
    
    $
    2.35Diluted (loss) earnings per common share
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )
    
    $
    1.35
    
    
    $
    2.32
 Balance Sheet Data:
 June 28,June 26,
    
    2007
    
    June 29,
    
    June 30,
    
    June 24,2008
    
    (as revised)
    
    2006
    
    2005
    
    2004Working capital
    
    $
    42,863
    
    
    $
    15,461
    
    
    $
    22,617
    
    
    $
    137,764
    
    
    $
    122,854Total assets
    
    
    350,784
    
    
    
    367,271
    
    
    
    390,912
    
    
    
    394,472
    
    
    
    246,934Long-term debt, less current maturities
    
    
    52,356
    
    
    
    19,783
    
    
    
    5,618
    
    
    
    67,002
    
    
    
    12,620Total debt
    
    
    132,555
    
    
    
    148,034
    
    
    
    137,676
    
    
    
    144,174
    
    
    
    19,166Stockholders equity
    
    
    158,372
    
    
    
    162,991
    
    
    
    180,110
    
    
    
    196,175
    
    
    
    181,360
 17




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Item 7  Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Introduction
 Fisher, Flavor Tree, Sunshine Country Texas Pride
    
    
    $7.1 million increase in unfavorable labor and efficiency variances over fiscal 2007,
which was primarily related to the shut down and start up costs for production lines that
were moved from the previous Chicago area facilities and installed in our companys new
Elgin, Illinois facility (the New Site);
    
    $2.6 million in estimated redundant manufacturing expenses as production activities
occurred at the previous Chicago area facilities while the manufacturing spending in the
New Site reflected increased production levels;
    
    $2.6 million in external contractor charges that were related to the acceleration of
the equipment move from the existing Chicago area facilities to the New Site; and
    
    $0.9 million in consulting fees related to our profitability enhancement initiative,
the implementation of a new sales analysis system and the design and implementation of a
new incentive compensation plan, which rewards plan participants in connection with
year-over-year improvement in our after-tax net operating financial performance in excess
of our annual weighted-average cost of capital.
   18




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3⁄4
   19




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Results of Operations
  Percentage of Net Sales
    
    Percentage Increase/DecreaseFiscal 2007
    
    
    
    
    
    Fiscal 2008
    
    Fiscal 2007Fiscal 2008
    
    (as revised)
    
    Fiscal 2006
    
    vs. 2007
    
    vs. 2006Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    0.2
    %
    
    
    (6.7)
    %Gross profit
    
    
    12.2
    
    
    
    7.6
    
    
    
    6.4
    
    
    
    60.4
    
    
    
    11.2Selling expenses
    
    
    6.4
    
    
    
    7.2
    
    
    
    6.9
    
    
    
    (10.5
    )
    
    
    (2.4
    )Administrative expenses
    
    
    3.5
    
    
    
    3.0
    
    
    
    2.6
    
    
    
    14.9
    
    
    
    8.6Restructuring expenses
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    (0.6
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    224.1Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
 20




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Fiscal 2008 Compared to Fiscal 2007
 Net Sales .
   3⁄4
   Distribution Channel
    
    Fiscal 2008
    
    
    Fiscal 2007Consumer
    
    $
    294,021
    
    
    
    54.2
    %
    
    $
    276,890
    
    
    
    51.2
    %Industrial
    
    
    92,792
    
    
    
    17.1
    
    
    
    111,998
    
    
    
    20.7Food Service
    
    
    68,132
    
    
    
    12.6
    
    
    
    61,763
    
    
    
    11.4Contract Packaging
    
    
    47,441
    
    
    
    8.8
    
    
    
    45,003
    
    
    
    8.3Export
    
    
    39,385
    
    
    
    7.3
    
    
    
    45,204
    
    
    
    8.4Total
    
    $
    541,771
    
    
    
    100.0
    %
    
    $
    540,858
    
    
    
    100.0
    %
  Product Type
    
    Fiscal 2008
    
    
    Fiscal 2007Peanuts
    
    
    20.1
    %
    
    
    20.0
    %Pecans
    
    
    22.6
    
    
    
    22.3Cashews & Mixed Nuts
    
    
    20.8
    
    
    
    21.1Walnuts
    
    
    14.7
    
    
    
    13.7Almonds
    
    
    11.9
    
    
    
    13.3Other
    
    
    9.9
    
    
    
    9.6Total
    
    
    100.0
    %
    
    
    100.0
    %
  21




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Gross Profit.
  
    
    $7.1 million increase in unfavorable labor and efficiency variances over fiscal 2007,
which was primarily related to the shut down and start up costs for production lines that
were moved from the previous Chicago area facilities and installed in the New Site;
    
    $2.6 million in estimated redundant manufacturing expenses as production activities
occurred at the previous Chicago area facilities while the manufacturing spending in the
New Site reflected increased production levels; and
    
    $2.6 million in external contractor charges that were related to the acceleration of
the equipment move from the existing Chicago area facilities to the New Site.
 Operating Expenses .
  Income (Loss) from Operations .
  22




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Interest Expense .
  Debt Extinguishment Cost.
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Benefit .
  Net Loss.
  Fiscal 2007 Compared to Fiscal 2006
 Net Sales .
   Fiscal 2007Distribution Channel
    
    (as revised)
    
    
    Fiscal 2006Consumer
    
    $
    276,890
    
    
    
    51.2
    %
    
    $
    292,890
    
    
    
    50.6
    %Industrial
    
    
    111,998
    
    
    
    20.7
    
    
    
    131,635
    
    
    
    22.7Food Service
    
    
    61,763
    
    
    
    11.4
    
    
    
    64,356
    
    
    
    11.1Contract Packaging
    
    
    45,003
    
    
    
    8.3
    
    
    
    44,874
    
    
    
    7.7Export
    
    
    45,204
    
    
    
    8.4
    
    
    
    45,809
    
    
    
    7.9Total
    
    $
    540,858
    
    
    
    100.0
    %
    
    $
    579,564
    
    
    
    100.0
    %
  23




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Product Type
    
    Fiscal 2007
    
    
    Fiscal 2006Peanuts
    
    
    20.0
    %
    
    
    20.1
    %Pecans
    
    
    22.3
    
    
    
    21.8Cashews & Mixed Nuts
    
    
    21.1
    
    
    
    22.4Walnuts
    
    
    13.7
    
    
    
    11.8Almonds
    
    
    13.3
    
    
    
    15.4Other
    
    
    9.6
    
    
    
    8.5Total
    
    
    100.0
    %
    
    
    100.0
    %
      Gross Profit.
   24




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Operating Expenses .
  Loss from Operations .
  Interest Expense .
  Rental and Miscellaneous (Expense) Income, Net.
  Income Tax Benefit .
  Net Loss .
  Liquidity and Capital Resources
 General.
     25




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Financing Arrangements.
      26




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27




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Capital Expenditures.
  Capital Resources.
  Contractual Cash Obligations
  Less Than 1
    
    
    
    
    
    
    
    
    
    
    More Than 5Total
    
    
    Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    YearsLong-term debt
    
    $
    101,367
    
    
    $
    16,338
    
    
    $
    17,262
    
    
    $
    11,400
    
    
    $
    56,367Capital lease obligations
    
    
    956
    
    
    
    323
    
    
    
    585
    
    
    
    48
    
    
    
    Minimum operating lease commitments
    
    
    3,399
    
    
    
    1,391
    
    
    
    1,518
    
    
    
    490
    
    
    
    Revolving credit facility borrowings
    
    
    67,948
    
    
    
    
    
    
    
    
    
    
    
    67,948
    
    
    
    Purchase obligations
    
    
    103,437
    
    
    
    103,437
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    277,107
    
    
    $
    121,489
    
    
    $
    19,365
    
    
    $
    79,886
    
    
    $
    56,367
  Critical Accounting Policies and Estimates
  28




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Revenue Recognition.
  Inventories.
  Impairment of Long-Lived Assets.
  Introductory Funds.
  Related Party Transactions.
  29




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Income Taxes.
      Recent Accounting Pronouncements.
    30




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Forward Looking Statements
  
 
 Item 7A  Quantitative and Qualitative Disclosures About Market Risk
    31




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Item 8  Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
    
 32




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 28,June 26,2008
    
    
    2007(as revised)ASSETSCURRENT ASSETS:Cash
    
    $
    716
    
    
    $
    2,359Accounts receivable, less allowances of $2,217 and $3,159, respectively
    
    
    34,424
    
    
    
    36,024Inventories
    
    
    127,032
    
    
    
    134,159Income taxes receivable
    
    
    222
    
    
    
    6,712Deferred income taxes
    
    
    2,595
    
    
    
    2,140Prepaid expenses and other current assets
    
    
    1,592
    
    
    
    1,150Asset held for sale
    
    
    5,569
    
    
    
    5,569TOTAL CURRENT ASSETS
    
    
    172,150
    
    
    
    188,113PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    9,463
    
    
    
    9,463Buildings
    
    
    99,883
    
    
    
    97,113Machinery and equipment
    
    
    147,631
    
    
    
    140,730Furniture and leasehold improvements
    
    
    6,247
    
    
    
    6,191Vehicles
    
    
    724
    
    
    
    2,880Construction in progress
    
    
    1,411
    
    
    
    4,487265,359
    
    
    
    260,864Less: Accumulated depreciation
    
    
    123,626
    
    
    
    117,639141,733
    
    
    
    143,225Rental investment property, less accumulated depreciation of $2,660 and
$1,761, respectively
    
    
    27,471
    
    
    
    28,370TOTAL PROPERTY, PLANT AND EQUIPMENT
    
    
    169,204
    
    
    
    171,595Cash surrender value of officers life insurance and other assets
    
    
    8,435
    
    
    
    6,141Brand name, less accumulated amortization of $6,925 and $6,498, respectively
    
    
    995
    
    
    
    1,422TOTAL ASSETS
    
    $
    350,784
    
    
    $
    367,271
 The accompanying notes are an integral part of these consolidated financial statements.
 33




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS   (dollars in thousands, except per share amounts
 June 28,June 26,2008
    
    
    2007(as revised)LIABILITIES & STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility borrowings
    
    $
    67,948
    
    
    $
    73,281Current maturities of long-term debt, including related party debt of $216 and
$200, respectively
    
    
    12,251
    
    
    
    54,970Accounts payable, including related party payables of $449 and $361, respectively
    
    
    25,355
    
    
    
    21,264Book overdraft
    
    
    4,298
    
    
    
    5,015Accrued payroll and related benefits
    
    
    7,740
    
    
    
    6,018Accrued workers compensation
    
    
    4,838
    
    
    
    6,686Accrued restructuring
    
    
    1,287
    
    
    
    Other accrued expenses
    
    
    5,570
    
    
    
    5,418TOTAL CURRENT LIABILITIES
    
    
    129,287
    
    
    
    172,652LONG-TERM LIABILITIES:Long-term debt, less current maturities, including related party debt of $13,644
and $13,860, respectively
    
    
    52,356
    
    
    
    19,783Retirement plan
    
    
    8,174
    
    
    
    9,060Deferred income taxes
    
    
    2,595
    
    
    
    2,606Other
    
    
    
    
    
    
    179TOTAL LONG-TERM LIABILITIES
    
    
    63,125
    
    
    
    31,628COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY:Class A Common Stock, convertible to Common Stock on a per share basis, cumulative
voting rights of ten votes per share, $.01 par value; 10,000,000 shares authorized,
2,597,426 shares issued and outstanding
    
    
    26
    
    
    
    26Common Stock, noncumulative voting rights of one vote per share, $.01 par value;
17,000,000 shares authorized, 8,134,599 and 8,123,349 shares issued and
outstanding, respectively
    
    
    81
    
    
    
    81Capital in excess of par value
    
    
    100,810
    
    
    
    100,335Retained earnings
    
    
    61,853
    
    
    
    67,810Accumulated other comprehensive loss
    
    
    (3,194
    )
    
    
    (4,057
    )Treasury stock, at cost; 117,900 shares of Common Stock
    
    
    (1,204
    )
    
    
    (1,204
    )TOTAL STOCKHOLDERS EQUITY
    
    
    158,372
    
    
    
    162,991TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    350,784
    
    
    $
    367,271
 The accompanying notes are an integral part of these consolidated financial statements.
 34




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS   dollars in thousands, except for earnings per share
 Year EndedYear Ended
    
    
    June 28, 2007
    
    
    Year EndedJune 26, 2008
    
    
    (as revised)
    
    
    June 29, 2006Net sales
    
    $
    541,771
    
    
    $
    540,858
    
    
    $
    579,564Cost of sales
    
    
    475,538
    
    
    
    499,569
    
    
    
    542,447Gross profit
    
    
    66,233
    
    
    
    41,289
    
    
    
    37,117Operating expenses:Selling expenses
    
    
    34,899
    
    
    
    39,003
    
    
    
    39,947Administrative expenses
    
    
    18,898
    
    
    
    16,454
    
    
    
    15,152Restructuring expenses
    
    
    1,765
    
    
    
    
    
    
    
    Gain related to real estate sales
    
    
    
    
    
    
    (3,047
    )
    
    
    (940
    )Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    1,242Total operating expenses
    
    
    55,562
    
    
    
    52,410
    
    
    
    55,401Income (loss) from operations
    
    
    10,671
    
    
    
    (11,121
    )
    
    
    (18,284
    )Other income (expense):Interest expense ($1,109, $894 and $583 to related
parties, respectively)
    
    
    (10,502
    )
    
    
    (9,347
    )
    
    
    (6,516
    )Debt extinguishment costs
    
    
    (6,737
    )
    
    
    
    
    
    
    Rental and miscellaneous (expense) income, net
    
    
    (286
    )
    
    
    (629
    )
    
    
    (610
    )Total other expense, net
    
    
    (17,525
    )
    
    
    (9,976
    )
    
    
    (7,126
    )Loss before income taxes
    
    
    (6,854
    )
    
    
    (21,097
    )
    
    
    (25,410
    )Income tax benefit
    
    
    (897
    )
    
    
    (7,520
    )
    
    
    (8,689
    )Net loss
    
    $
    (5,957
    )
    
    $
    (13,577
    )
    
    $
    (16,721
    )Loss per common share (basic and diluted):
    
    $
    (0.56
    )
    
    $
    (1.28
    )
    
    $
    (1.58
    )Weighted basic and diluted average shares outstanding:
    
    
    10,610,272
    
    
    
    10,595,996
    
    
    
    10,584,764
 The accompanying notes are an integral part of these consolidated financial statements.
 35




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JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY   dollars in thousands
 AccumulatedClass A Common
    
    Common Stock
    
    Capital in
    
    
    
    
    
    OtherStock
    
    
    
    
    
    
    
    
    
    Excess of
    
    Retained
    
    Comprehensive
    
    TreasuryShares
    
    Amount
    
    Shares
    
    Amount
    
    Par Value
    
    Earnings
    
    Loss
    
    Stock
    
    TotalBalance, June 30, 2005
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,100,349
    
    
    $
    81
    
    
    $
    99,164
    
    
    $
    98,108
    
    
    $
    
    
    
    $
    (1,204
    )
    
    $
    196,175Net loss and
comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,721
    )
    
    
    
    
    
    
    
    
    
    
    (16,721
    )Stock option exercises
    
    
    
    
    
    
    
    
    
    
    11,750
    
    
    
    
    
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    546
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    546Balance, June 29, 2006
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,112,099
    
    
    $
    81
    
    
    $
    99,820
    
    
    $
    81,387
    
    
    $
    
    
    
    $
    (1,204
    )
    
    $
    180,110Net loss and
comprehensive loss
(as revised)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,577
    )
    
    
    
    
    
    
    
    
    
    
    (13,577
    )Stock option exercises
    
    
    
    
    
    
    
    
    
    
    11,250
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    411SFAS No. 158
adjustment, net of
income tax of $2,185
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,057
    )
    
    
    
    
    
    
    (4,057
    )Balance, June 28,
2007 (as revised)
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,123,349
    
    
    $
    81
    
    
    $
    100,335
    
    
    $
    67,810
    
    
    $
    (4,057
    )
    
    $
    (1,204
    )
    
    $
    162,991Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,957
    )
    
    
    
    
    
    
    
    
    
    
    (5,957
    )Pension liability
amortization, net of
income tax benefit of
$209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    389
    
    
    
    
    
    
    
    389Pension liability
adjustment, net of
income tax benefit of
$255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    474Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,094
    )Stock option exercises
    
    
    
    
    
    
    
    
    
    
    11,250
    
    
    
    
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72Tax benefit of stock
option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397Balance, June 26, 2008
    
    
    2,597,426
    
    
    $
    26
    
    
    
    8,134,599
    
    
    $
    81
    
    
    $
    100,810
    
    
    $
    61,853
    
    
    $
    (3,194
    )
    
    $
    (1,204
    )
    
    $
    158,372
 The accompanying notes are an integral part of these consolidated financial statements.
 36




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS   dollars in thousands
 Year EndedYear Ended
    
    
    June 28, 2007
    
    
    Year EndedJune 26, 2008
    
    
    (as revised)
    
    
    June 29, 2006Cash flows from operating activities:Net loss
    
    $
    (5,957
    )
    
    $
    (13,577
    )
    
    $
    (16,721
    )Depreciation and amortization
    
    
    15,742
    
    
    
    13,584
    
    
    
    10,000Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    1,242Gain on disposition of properties
    
    
    (8
    )
    
    
    (3,162
    )
    
    
    (799
    )Deferred income tax benefit
    
    
    (466
    )
    
    
    (750
    )
    
    
    (2,000
    )Stock-based compensation expense
    
    
    397
    
    
    
    411
    
    
    
    546Change in current assets and current liabilities:Accounts receivable, net
    
    
    1,600
    
    
    
    (543
    )
    
    
    3,521Inventories
    
    
    7,127
    
    
    
    30,231
    
    
    
    53,234Prepaid expenses and other current assets
    
    
    (442
    )
    
    
    1,098
    
    
    
    (585
    )Accounts payable
    
    
    4,091
    
    
    
    (2,774
    )
    
    
    (5,870
    )Accrued expenses
    
    
    1,313
    
    
    
    (144
    )
    
    
    3,612Income taxes receivable/payable
    
    
    6,490
    
    
    
    (285
    )
    
    
    (7,222
    )Other operating assets
    
    
    (270
    )
    
    
    (1,615
    )
    
    
    1,993Net cash provided by operating activities
    
    
    29,617
    
    
    
    22,474
    
    
    
    40,951Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (11,569
    )
    
    
    (36,360
    )
    
    
    (44,764
    )Development agreement costs
    
    
    
    
    
    
    
    
    
    
    (4
    )Proceeds from disposition of assets
    
    
    112
    
    
    
    17,867
    
    
    
    3,774Cash surrender value of officers life insurance
    
    
    (205
    )
    
    
    (289
    )
    
    
    (287
    )Net cash used in investing activities
    
    
    (11,662
    )
    
    
    (18,782
    )
    
    
    (41,281
    )Cash flows from financing activities:Borrowings under revolving credit facilities
    
    
    70,859
    
    
    
    138,491
    
    
    
    147,009Repayments of revolving credit borrowings
    
    
    (92,940
    )
    
    
    (129,551
    )
    
    
    (149,229
    )Initial borrowing under new revolving credit facility
    
    
    82,031
    
    
    
    
    
    
    
    Payment of amounts outstanding under prior revolving
credit facility
    
    
    (65,283
    )
    
    
    
    
    
    
    Issuance of long-term debt
    
    
    45,000
    
    
    
    
    
    
    
    Debt issuance costs
    
    
    (3,273
    )
    
    
    
    
    
    
    Principal payments on long-term debt
    
    
    (55,353
    )
    
    
    (14,078
    )
    
    
    (5,964
    )Financing obligation with related parties
    
    
    
    
    
    
    14,300
    
    
    
    (Decrease)/increase in book overdraft
    
    
    (717
    )
    
    
    (9,286
    )
    
    
    11,254Issuance of Common Stock under option plans
    
    
    72
    
    
    
    80
    
    
    
    71Minority interest distribution
    
    
    
    
    
    
    (3,545
    )
    
    
    (2,503
    )Tax benefit of stock option exercises
    
    
    6
    
    
    
    24
    
    
    
    39Net cash (used in) provided by financing activities
    
    
    (19,598
    )
    
    
    (3,565
    )
    
    
    677Net (decrease) increase in cash
    
    
    (1,643
    )
    
    
    127
    
    
    
    347Cash:Beginning of period
    
    
    2,359
    
    
    
    2,232
    
    
    
    1,885End of period
    
    $
    716
    
    
    $
    2,359
    
    
    $
    2,232Supplemental disclosures of cash flow information:Interest paid, net of interest capitalized
    
    $
    10,456
    
    
    $
    8,712
    
    
    $
    6,217Income taxes paid, excluding refunds of $6,675,
$6,644 and $2,193, respectively
    
    
    107
    
    
    
    133
    
    
    
    2,689Capital lease obligations incurred
    
    
    207
    
    
    
    1,117
    
    
    
    133
 The accompanying notes are an integral part of these consolidated financial statements.
 37




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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation and Consolidation
  Management Estimates
  Accounts Receivable
  Inventories
   38




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##### Table of Contents



Property, Plant and Equipment
    Long-Lived Assets
  Facility Consolidation Project/Real Estate Transactions
   39




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##### Table of Contents



June 25, 2009
    
    $
    1,154June 24, 2010
    
    
    1,163June 30, 2011
    
    
    1,165June 28, 2012
    
    
    1,094June 27, 2013
    
    
    1,067Thereafter
    
    
    3,419$
    9,062
    40




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##### Table of Contents



Introductory Funds
  Goodwill and Brand Name
   Fair Value of Financial Instruments
  41




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##### Table of Contents



Revenue Recognition
  Significant Customers
  Promotion and Advertising Costs
  Shipping and Handling Costs
  Income Taxes
   Segment Reporting
  Earnings per Share
  42




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##### Table of Contents



Year Ended
    
    Year Ended
    
    Year EndedJune 26, 2008
    
    June 28, 2007
    
    June 29, 2006Weighted average shares outstanding  basic
    
    
    10,610,272
    
    
    
    10,595,996
    
    
    
    10,584,764Effect of dilutive securities:Stock options
    
    
    
    
    
    
    
    
    
    
    Weighted average shares outstanding  diluted
    
    
    10,610,272
    
    
    
    10,595,996
    
    
    
    10,584,764
  Stock-Based Compensation
  Comprehensive Loss (Income)
  Recent Accounting Pronouncements
     43




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##### Table of Contents



NOTE 2  NATURE OF BUSINESS AND MANAGEMENT PLANS
 Fisher, Flavor Tree, Sunshine
Country Texas Pride
   
    
    an increase in unfavorable labor and efficiency variances over fiscal 2007, which was
primarily related to the shut down and start up costs for production lines that were moved
from the previous Chicago area facilities and installed in the new facility in Elgin,
Illinois (the New Site);
    
    redundant manufacturing expenses as production activities occurred at the previous
Chicago area facilities while the manufacturing spending in the New Site reflected
increased production levels;
    
    external contractor charges that were related to the acceleration of the equipment move
from the existing Chicago area facilities to the New Site; and
    
    consulting fees related to our profitability enhancement initiative, the implementation
of a new sales analysis system and the design and implementation of a new incentive
compensation plan, which rewards plan participants in connection with year-over-year
improvement in our after-tax net operating financial performance in excess of our annual
cost of capital.
   44




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##### Table of Contents



NOTE 3  INVENTORIES
  June 26, 2008
    
    
    June 28, 2007Raw material and supplies
    
    $
    59,770
    
    
    $
    57,348Work-in-process and finished goods
    
    
    67,262
    
    
    
    76,811Total
    
    $
    127,032
    
    
    $
    134,159
 NOTE 4  REVOLVING CREDIT FACILITY
    45




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##### Table of Contents



NOTE 5  LONG-TERM DEBT
  June 26, 2008
    
    
    June 28, 2007Mortgage facility (Tranche
A), collateralized by real
property, due in monthly
principal installments of
$200 plus interest at 7.63%
per annum from June 2008 to
February 2008 with a final
principal payment of $600
in March 2023
    
    $
    35,800
    
    
    $
    Mortgage facility (Tranche
B), collateralized by real
property, due in monthly
principal installments of
$50 plus interest at LIBOR
plus 5.50% per annum from
June 2023 to February 2008
with a final principal
payment of $150 in March
2008
    
    
    8,950
    
    
    
    Notes payable, interest
payable semiannually at
5.92%, principal payable in
semi-annual installments of
$3,611 beginning on
June 1, 2006
    
    
    
    
    
    
    54,167Industrial development
bonds, collateralized by
building, machinery and
equipment with a cost
aggregating $8,000
    
    
    5,125
    
    
    
    5,500Selma, Texas facility
financing obligation to
related parties, due in
monthly installments of
$109 through September 1,
2031
    
    
    13,860
    
    
    
    14,060Capitalized equipment leases
    
    
    872
    
    
    
    1,02664,607
    
    
    
    74,753Less: Current maturities
    
    
    (12,251
    )
    
    
    (54,970
    )Total long-term debt
    
    $
    52,356
    
    
    $
    19,783
    46




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June 25, 2009
    
    $
    12,251June 24, 2010
    
    
    3,340June 30, 2011
    
    
    7,213June 28, 2012
    
    
    2,716June 27, 2013
    
    
    2,702Thereafter
    
    
    36,385Total
    
    $
    64,607
 NOTE 6  INCOME TAXES
  47




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June 26, 2008
    
    
    June 28, 2007
    
    
    June 29, 2006Current
    
    $
    (431
    )
    
    $
    (6,770
    )
    
    $
    (6,689
    )Deferred
    
    
    (466
    )
    
    
    (750
    )
    
    
    (2,000
    )Total benefit for income taxes
    
    $
    (897
    )
    
    $
    (7,520
    )
    
    $
    (8,689
    )
  June 28,June 26,
    
    
    2007
    
    
    June 29,2008
    
    
    (as revised)
    
    
    2006Federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal benefit
    
    
    6.9
    
    
    
    4.4
    
    
    
    4.8Effect of SFAS 158
    
    
    3.8
    
    
    
    
    
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    (1.9
    )Valuation allowance for net state operating loss carryforwards
    
    
    (7.9
    )
    
    
    (4.4
    )
    
    
    (2.0
    )Valuation allowance for net federal operating loss carryforwards
    
    
    (23.0
    )
    
    
    
    
    
    
    Other
    
    
    (1.7
    )
    
    
    0.6
    
    
    
    (1.7
    )Effective tax rate
    
    
    13.1
    %
    
    
    35.6
    %
    
    
    34.2
    %
  June 26, 2008
    
    
    June 28, 2007Asset
    
    
    Liability
    
    
    Asset
    
    
    LiabilityCurrentAccounts receivable
    
    $
    160
    
    
    $
    
    
    
    $
    155
    
    
    $
    Employee compensation
    
    
    1,182
    
    
    
    
    
    
    
    602
    
    
    
    Inventory
    
    
    93
    
    
    
    
    
    
    
    105
    
    
    
    Deferred revenue
    
    
    15
    
    
    
    
    
    
    
    363
    
    
    
    Workers compensation
    
    
    1,458
    
    
    
    
    
    
    
    1,503
    
    
    
    Valuation allowance
    
    
    (1,091
    )
    
    
    
    
    
    
    (606
    )
    
    
    Restructuring
    
    
    541
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    237
    
    
    
    
    
    
    
    18
    
    
    
    Total current
    
    $
    2,595
    
    
    $
    
    
    
    $
    2,140
    
    
    $
    Long termDepreciation
    
    $
    
    
    
    $
    (9,264
    )
    
    $
    
    
    
    $
    (7,522
    )Amortization
    
    
    79
    
    
    
    
    
    
    
    234
    
    
    
    Capitalized leases
    
    
    234
    
    
    
    
    
    
    
    201
    
    
    
    Operating loss carryforwards
    
    
    5,818
    
    
    
    
    
    
    
    2,095
    
    
    
    Retirement plan
    
    
    3,106
    
    
    
    
    
    
    
    3,530
    
    
    
    Valuation allowance
    
    
    (2,817
    )
    
    
    
    
    
    
    (1,439
    )
    
    
    Other
    
    
    249
    
    
    
    
    
    
    
    295
    
    
    
    Total long-term
    
    $
    6,669
    
    
    $
    (9,264
    )
    
    $
    4,916
    
    
    $
    (7,522
    )Total
    
    $
    9,264
    
    
    $
    (9,264
    )
    
    $
    7,056
    
    
    $
    (7,522
    )
   48




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##### Table of Contents



NOTE 7  COMMITMENTS AND CONTINGENCIES
 Operating Leases
  June 25, 2009
    
    $
    1,391June 24, 2010
    
    
    844June 30, 2011
    
    
    674June 28, 2012
    
    
    354June 27, 2013
    
    
    136Thereafter
    
    
    $
    3,399
 Litigation
  NOTE 8  STOCKHOLDERS EQUITY
  NOTE 9  STOCK OPTION PLANS
  49




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##### Table of Contents



June 26, 2008
    
    June 28, 2007
    
    June 29, 2006Average risk-free interest rate
    
    
    3.7
    %
    
    
    4.6
    %
    
    
    4.1
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    54.3
    %
    
    
    54.0
    %
    
    
    54.7
    %Expected life (years)
    
    
    6.3
    
    
    
    5.8
    
    
    
    5.7
   WeightedAverageExerciseShares
    
    PriceOutstanding at June 30, 2005
    
    
    314,190
    
    
    $
    12.37Activity:Granted
    
    
    66,000
    
    
    
    18.73Exercised
    
    
    (11,750
    )
    
    
    6.03Forfeited
    
    
    (43,625
    )
    
    
    13.82Outstanding at June 29, 2006
    
    
    324,815
    
    
    $
    13.70Activity:Granted
    
    
    76,000
    
    
    
    10.25Exercised
    
    
    (11,250
    )
    
    
    6.80Forfeited
    
    
    (35,875
    )
    
    
    15.48Outstanding at June 28, 2007
    
    
    353,690
    
    
    $
    13.00Activity:Granted
    
    
    151,500
    
    
    
    7.98Exercised
    
    
    (11,250
    )
    
    
    6.40Forfeited
    
    
    (23,500
    )
    
    
    13.98Outstanding at June 26, 2008
    
    
    470,440
    
    
    $
    11.49Exercisable at June 26, 2008
    
    
    238,690
    
    
    $
    12.72Exercisable at June 28, 2007
    
    
    199,690
    
    
    $
    11.60Exercisable at June 29, 2006
    
    
    142,815
    
    
    $
    10.49
  50




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##### Table of Contents



Option Price Per Share Range$3.44 - $11.89
    
    $15.14 - $32.30Number of options
    
    
    305,315
    
    
    
    165,125Weighted-average exercise price
    
    $
    7.93
    
    
    $
    18.06Weighted-average remaining life (years)
    
    
    7.1
    
    
    
    5.1Number of options exercisable
    
    
    111,690
    
    
    
    127,000Weighted average exercise price for exercisable options
    
    $
    6.89
    
    
    $
    17.85
 NOTE 10  EMPLOYEE BENEFIT PLANS
   NOTE 11  RETIREMENT PLAN
  51




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June 26, 2008
    
    
    June 28, 2007Change in projected benefit obligationBenefit obligation at beginning of year or plan inception
    
    $
    9,289
    
    
    $
    10,249Service cost
    
    
    138
    
    
    
    262Interest cost
    
    
    575
    
    
    
    653Actuarial gain
    
    
    (729
    )
    
    
    (1,530
    )Benefits paid
    
    
    (230
    )
    
    
    (345
    )Projected benefit obligation at end of year
    
    $
    $9,043
    
    
    $
    $9,289
  June 26, 2008
    
    
    June 28, 2007
    
    
    June 29, 2006Actuarial GainChange in bonus expectation
    
    $
    
    
    
    $
    (453
    )
    
    $
    (3,141
    )Change in discount rate
    
    
    (267
    )
    
    
    182
    
    
    
    (1,906
    )Adjustment to projected retiree benefit
    
    
    (310
    )
    
    
    (914
    )
    
    
    Other
    
    
    (152
    )
    
    
    (345
    )
    
    
    (406
    )Actuarial gain
    
    $
    (729
    )
    
    $
    (1,530
    )
    
    $
    (5,453
    )
  June 26, 2008
    
    
    June 28, 2007
    
    
    June 29, 2006Service cost
    
    $
    138
    
    
    $
    262
    
    
    $
    386Interest cost
    
    
    575
    
    
    
    653
    
    
    
    642Recognized gain amortization
    
    
    (359
    )
    
    
    (306
    )
    
    
    Prior service cost amortization
    
    
    957
    
    
    
    957
    
    
    
    798Net periodic pension cost
    
    $
    1,311
    
    
    $
    1,566
    
    
    $
    1,826
   June 26, 2008
    
    June 28, 2007
    
    June 29, 2006Discount rate
    
    
    6.52
    %
    
    
    6.27
    %
    
    
    6.44
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Bonus payment
    
    60% of base, paid 3 of 5 years
    
    60% of base, paid 3 of 5 years
    
    60% of base, paid annually
 52




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##### Table of Contents



June 26, 2008
    
    June 28, 2007
    
    June 29, 2006Discount rate
    
    
    6.27
    %
    
    
    6.44
    %
    
    
    5.25
    %Rate of compensation increases
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.00
    %Bonus payment
    
    60% of base, paid 3 of 5  years
    
    60% of base, paid annually
    
    100% of base, paid annually
   Fiscal year2009
    
    $
    8682010
    
    
    6532011
    
    
    6502012
    
    
    6462013
    
    
    6392014  2018
    
    
    2,998
  June 26, 2008
    
    
    June 28, 2007Net gain
    
    $
    7,048
    
    
    $
    6,678Prior service cost
    
    
    (11,962
    )
    
    
    (12,919
    )Tax effect
    
    
    1,720
    
    
    
    2,184Net amount recognized
    
    $
    (3,194
    )
    
    $
    (4,057
    )
  NOTE 12  TRANSACTIONS WITH RELATED PARTIES
    NOTE 13  DISTRIBUTION CHANNEL AND PRODUCT TYPE SALES MIX
  53




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##### Table of Contents



June 28, 2007Distribution Channel
    
    June 26, 2008
    
    
    (as revised)
    
    
    June 29, 2006Consumer
    
    $
    294,021
    
    
    $
    276,890
    
    
    $
    292,890Industrial
    
    
    92,792
    
    
    
    111,998
    
    
    
    131,635Food Service
    
    
    68,132
    
    
    
    61,763
    
    
    
    64,356Contract Packaging
    
    
    47,441
    
    
    
    45,003
    
    
    
    44,874Export
    
    
    39,385
    
    
    
    45,204
    
    
    
    45,809Total
    
    $
    541,771
    
    
    $
    540,858
    
    
    $
    579,564
  Product Type
    
    June 26, 2008
    
    
    June 28, 2007
    
    
    June 29, 2006Peanuts
    
    
    20.1
    %
    
    
    20.0
    %
    
    
    20.1
    %Pecans
    
    
    22.6
    
    
    
    22.3
    
    
    
    21.8Cashews & Mixed Nuts
    
    
    20.8
    
    
    
    21.1
    
    
    
    22.4Walnuts
    
    
    14.7
    
    
    
    13.7
    
    
    
    11.8Almonds
    
    
    11.9
    
    
    
    13.3
    
    
    
    15.4Other
    
    
    9.9
    
    
    
    9.6
    
    
    
    8.5Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 NOTE 14  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    Balance atDescription
    
    of Period
    
    
    Additions
    
    
    Deductions
    
    
    End of PeriodJune 26, 2008Income tax valuation allowance
    
    $
    2,012
    
    
    $
    1,896
    
    
    $
    
    
    
    $
    3,908Allowance for doubtful accounts
    
    
    183
    
    
    
    60
    
    
    
    (132
    )
    
    
    111Reserve for cash discounts
    
    
    225
    
    
    
    6,065
    
    
    
    (5,980
    )
    
    
    310Reserve for customer deductions
    
    
    2,751
    
    
    
    5,089
    
    
    
    (6,044
    )
    
    
    1,796Total
    
    $
    5,171
    
    
    $
    13,110
    
    
    $
    (12,156
    )
    
    $
    6,125June 28, 2007Income tax valuation allowance
    
    $
    500
    
    
    $
    1,512
    
    
    $
    
    
    
    $
    2,012Allowance for doubtful accounts
    
    
    304
    
    
    
    355
    
    
    
    (476
    )
    
    
    183Reserve for cash discounts
    
    
    280
    
    
    
    5,591
    
    
    
    (5,646
    )
    
    
    225Reserve for customer deductions
    
    
    3,182
    
    
    
    6,308
    
    
    
    (6,739
    )
    
    
    2,751Total
    
    $
    4,266
    
    
    $
    13,766
    
    
    $
    (12,861
    )
    
    $
    5,171June 29, 2006Income tax valuation allowance
    
    $
    
    
    
    $
    500
    
    
    $
    
    
    
    $
    500Allowance for doubtful accounts
    
    
    887
    
    
    
    88
    
    
    
    (671
    )
    
    
    304Reserve for cash discounts
    
    
    280
    
    
    
    6,055
    
    
    
    (6,055
    )
    
    
    280Reserve for customer deductions
    
    
    2,562
    
    
    
    8,752
    
    
    
    (8,132
    )
    
    
    3,182Total
    
    $
    3,729
    
    
    $
    15,395
    
    
    $
    (14,858
    )
    
    $
    4,266
 54




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##### Table of Contents



NOTE 15  INTEREST COST
  June 26, 2008
    
    
    June 28, 2007
    
    
    June 29, 2006Gross interest cost
    
    $
    10,502
    
    
    $
    10,248
    
    
    $
    8,324Capitalized interest
    
    
    
    
    
    
    (901
    )
    
    
    (1,808
    )Interest expense
    
    $
    10,502
    
    
    $
    9,347
    
    
    $
    6,516
 NOTE 16  RESTRUCTURING AND RELATED CHARGES
  Sales Profitability Review
  Elimination of Store-Door Delivery System
  Facility Consolidation Project
  55




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##### Table of Contents



June 26,Restructuring:
    
    2008Multiemployer pension withdrawal
    
    $
    1,200Severance
    
    
    355Lease termination
    
    
    210Total
    
    $
    1,765
  June 26,Category
    
    2008Multiemployer pension withdrawal
    
    $
    1,200Lease termination
    
    
    87Total
    
    $
    1,287
  NOTE 17  REVISION OF FISCAL 2007 FINANCIAL STATEMENTS
 Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements
 Materiality
 56




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##### Table of Contents



Statement
of Operations  Year Ended June 28, 2007
 (As reported)
    
    (As revised)Net sales
    
    $
    541,378
    
    
    $
    540,858Cost of sales
    
    
    500,247
    
    
    
    499,569Gross profit
    
    
    41,131
    
    
    
    41,289(Loss) from operations
    
    
    (11,279
    )
    
    
    (11,121
    )(Loss) before income taxes
    
    
    (21,255
    )
    
    
    (21,097
    )Income tax (benefit)
    
    
    (7,579
    )
    
    
    (7,520
    )Net (loss)
    
    
    (13,676
    )
    
    
    (13,577
    )Basic and diluted (loss) per common share
    
    
    (1.29
    )
    
    
    (1.28
    )Balance Sheet  June 28, 2007(As reported)
    
    (As revised)Accounts receivable, net
    
    $
    36,544
    
    
    $
    36,024Income taxes receivable
    
    
    6,771
    
    
    
    6,712Total current assets
    
    
    188,692
    
    
    
    188,113Total assets
    
    
    367,850
    
    
    
    367,271Other accrued expenses
    
    
    6,096
    
    
    
    5,418Total current liabilities
    
    
    173,330
    
    
    
    172,652Retained earnings
    
    
    67,711
    
    
    
    67,810Total stockholders equity
    
    
    162,892
    
    
    
    162,991Total liabilities and stockholders equity
    
    
    367,850
    
    
    
    367,271Statement
of Cash Flows  Year Ended June 28, 2007(As reported)
    
    (As revised)Net loss
    
    $
    (13,676
    )
    
    $
    (13,577
    )Change in current assets and liabilities:Accounts receivable, net
    
    
    (1,063
    )
    
    
    (543
    )Accrued expenses
    
    
    534
    
    
    
    (144
    )Income taxes receivable
    
    
    (344
    )
    
    
    (285
    )
 57




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##### Table of Contents



NOTE 18  SUPPLEMENTARY QUARTERLY DATA (Unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterYear Ended June 26, 2008:Net sales
    
    $
    132,808
    
    
    $
    176,990
    
    
    $
    106,716
    
    
    $
    125,257Gross profit
    
    
    11,800
    
    
    
    23,337
    
    
    
    12,838
    
    
    
    18,258(Loss) income from operations
    
    
    (1,095
    )
    
    
    6,666
    
    
    
    130
    
    
    
    4,970Net (loss) income
    
    
    (3,389
    )
    
    
    3,517
    
    
    
    (8,750
    )
    
    
    2,665Basic and diluted (loss)
earnings per common share
    
    $
    (0.32
    )
    
    $
    0.33
    
    
    $
    (0.82
    )
    
    $
    0.25Year Ended June 28, 2007:Net sales
    
    $
    133,793
    
    
    $
    177,134
    
    
    $
    107,009
    
    
    $
    122,922Gross profit
    
    
    5,965
    
    
    
    18,808
    
    
    
    6,055
    
    
    
    10,461(Loss) income from operations
    
    
    (5,639
    )
    
    
    3,427
    
    
    
    (6,032
    )
    
    
    (2,877
    )Net (loss) income
    
    
    (4,668
    )
    
    
    1,019
    
    
    
    (6,124
    )
    
    
    (3,804
    )Basic and diluted (loss)
earnings per common share
    
    $
    (0.44
    )
    
    $
    0.10
    
    
    $
    (0.58
    )
    
    $
    (0.36
    )
    
    
    Decreased the net loss and loss per common diluted share by $153 ($0.02 per share),
$58 ($0.00 per share) and $105 ($0.01 per share) in the 2007 first quarter, third
quarter and fourth quarter, respectively.
    
    Decreased net income and income per common diluted share by $217 ($0.02 per share)
in the second quarter of 2007.
    
    Decreased the net loss and loss per common diluted share by $156 ($0.01) per share
in the first quarter of 2008.
  58




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##### Table of Contents



Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A  Controls and Procedures
 Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal Control-Integrated Framework
  Remediation of Fiscal 2007 Material Weakness
  We did not maintain effective controls to ensure the completeness and accuracy of financial
forecast information communicated within the organization on a timely basis. Specifically,
there were insufficient financial forecast controls to ensure accurate forecasts and
adequate sharing of information between our accounting, sales and operating departments to
(i) properly assess our ability to comply with future debt covenant requirements, in order
to properly classify debt in the balance sheet and provide accurate disclosures regarding
debt covenant compliance, or (ii) forecast future cash flows or operating results for
long-lived asset impairment assessment or deferred income tax valuation allowance
consideration. Additionally, we had not established the organizational infrastructure to
properly support the financial forecast and forecast monitoring process. This control
deficiency resulted in the restatement of the 2006 consolidated financial statements,
affecting the classification of long-term debt, valuation allowance associated with state
tax net operating loss carryforwards and disclosures relating to our ability to continue as
a going concern. This control deficiency could have resulted in a misstatement of the
aforementioned account balances and disclosures that would have resulted in a material
misstatement of the annual or interim consolidated financial statements that would not have
been prevented or detected. Accordingly, we determined that this control deficiency
constituted a material weakness at June 28, 2007.
  1)
    
    Improved our organizational structure by hiring a manager of forecasting,
planning and analysis. The manager reports to the CFO and was hired during the first
quarter of fiscal 2008. This person has extensive experience in this area and is now
responsible for the development and monitoring of our forecasting procedures, under the
supervision of the CFO.
 59




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##### Table of Contents



2)
    
    Utilized outside consultants to assist in developing our financial plan for
fiscal 2008 and fiscal 2009.3)
    
    Developed additional procedures in financial reporting areas affected by
financial forecasts to ensure accurate forecasting and adequate sharing of information
relevant to the forecast between accounting, sales and operating departments.
  Changes in Internal Control over Financial Reporting
  Limitations on the Effectiveness of Controls
  
 PART III
 
 Item 10  Directors and Executive Officers of the Registrant
  www.jbssinc.com
 
 Item 11  Executive Compensation
  60




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##### Table of Contents



Item 12  Security Ownership of Certain Beneficial Owners and Management
  
 Item 13  Certain Relationships and Related Transactions, and Director Independence
  
 Item 14  Principal Accountant Fees and Services
  
 PART IV
 
 Item 15  Exhibits and Financial Statement Schedules
 (a) (1) Financial Statements
 
       (2) Financial Statement Schedules
  (3) Exhibits
  (b) Exhibits
  (c) Financial Statement Schedules
  61




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##### Table of Contents



SIGNATURES
  JOHN B. SANFILIPPO & SON, INC.Date: August 28, 2008
    
    By:
    
    /s/ Jeffrey T. Sanfilippo

Jeffrey T. SanfilippoChief Executive Officer
  Name
    
    Title
    
    Date/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo
    
    Chief Executive Officer
(Principal Executive Officer)
    
    August 28, 2008/s/ Michael J. Valentine

Michael J. Valentine
    
    Chief Financial Officer and Group President and Director
(Principal Financial Officer)
    
    August 28, 2008/s/ Herbert J. Marros

Herbert J. Marros
    
    Director of Financial Reporting and Taxation
(Principal Accounting Officer)
    
    August 28, 2008/s/ Jasper B. Sanfilippo

Jasper B. Sanfilippo
    
    Chairman of the Board
    
    August 28, 2008/s/ Mathias A. Valentine

Mathias A. Valentine
    
    Director
    
    August 28, 2008/s/ Jim Edgar

Jim Edgar
    
    Director
    
    August 28, 2008/s/ Timothy R. Donovan

Timothy R. Donovan
    
    Director
    
    August 28, 2008/s/ Jasper B. Sanfilippo, Jr.

Jasper B. Sanfilippo, Jr.
    
    Director
    
    August 28, 2008/s/ Daniel M. Wright

Daniel M. Wright
    
    Director
    
    August 28, 2008
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##### Table of Contents



JOHN B. SANFILIPPO & SON, INC.
 
 
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of Registrant(22)3.2
    
    Amended and Restated Bylaws of Registrant(21)4.1
    
    Specimen Common Stock Certificate(3)4.2
    
    Specimen Class A Common Stock Certificate(3)5-9
    
    Not applicable10.1
    
    Certain documents relating to $8.0 million Decatur County-Bainbridge Industrial Development Authority
Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated as of June 1,
1987(1)10.2
    
    Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)10.3
    
    Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial
public offering(2)*10.4
    
    The Registrants 1998 Equity Incentive Plan(4)*10.5
    
    First Amendment to the Registrants 1998 Equity Incentive Plan(5)*10.6
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E.
Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990,
Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated December 31, 2003(6)*10.7
    
    Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael
J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and
Registrant, dated December 31, 2003(6)*10.8
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo
Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, dated
December 31, 2003(7)*10.9
    
    Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar
Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust,
Mathias Valentine, Mary Valentine and Registrant, dated December 31, 2003(7)10.10
    
    Development Agreement dated as of May 26, 2004, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300 East
Touhy Avenue Limited Partnership, an Illinois limited partnership(8)10.11
    
    Agreement For Sale of Real Property, dated as of June 18, 2004, by and between the State of Illinois, acting
by and through its Department of Central Management Services, and the City of Elgin(8)10.12
    
    Agreement for Purchase and Sale between Matsushita Electric Corporation of America and the Company, dated
December 2, 2004(9)10.13
    
    First Amendment to Purchase and Sale Agreement dated March 2, 2005 by and between Panasonic Corporation of
North America (Panasonic), f/k/a Matsushita Electric Corporation, and the Company(10)10.14
    
    Office Lease dated April 15, 2005 between the Company, as landlord, and Panasonic, as tenant(11)10.15
    
    Warehouse Lease dated April 15, 2005 between the Company, as landlord, and Panasonic, as tenant(11)
 63




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##### Table of Contents



ExhibitNumber
    
    Description*10.16
    
    The Registrants Restated Supplemental Retirement Plan(18)*10.17
    
    Form of Option Grant Agreement under 1998 Equity Incentive Plan(12)10.18
    
    Termination Agreement dated as of January 11, 2006, by and between the City of Elgin, an Illinois municipal
corporation, the Registrant, Arthur/Busse Limited Partnership, an Illinois limited partnership, and 300 East
Touhy Avenue Limited Partnership, an Illinois limited partnership(13)10.19
    
    Assignment and Assumption Agreement dated March 28, 2006 by and between JBSS Properties LLC and the City of
Elgin, Illinois(14)10.20
    
    Agreement of Purchase and Sale between the Company and Prologis(15)10.21
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 3001 Malmo Drive, Arlington Heights, Illinois(16)10.22
    
    Lease Agreement between the Company, as Tenant, and Palmtree Acquisition Corporation, as Landlord for
property at 1851 Arthur Avenue, Elk Grove Village, Illinois(16)10.23
    
    Agreement for Purchase of Real Estate and Related Property by and among the Company, as Seller, and
Arthur/Busse Limited Partnership and 300 East Touhy Limited Partnership, as Purchasers(17)10.24
    
    Industrial Building Lease by and between the Company, as Tenant, and Arthur/Busse Limited Partnership and 300
East Touhy Limited Partnership, as Landlord, dated September 20, 2006(17)*10.25
    
    Sanfilippo Value Added Plan dated October 24, 2007(19)10.26
    
    Credit Agreement dated as of February 7, 2008, by and among the Company, the financial institutions named
therein as lenders, Wells Fargo Foothill, LLC, (WFF) as the arranger and administrative agent for the
lenders and Wachovia Capital Finance Corporation (Central), in its capacity as documentation
agent(20)10.27
    
    Security Agreement dated as of February 7, 2008, by the Company in favor of WFF, as administrative agent for
the lenders(20)10.28
    
    Loan Agreement dated as of February 7, 2008, by and between the Company and Transamerica Financial Life
Insurance Company (TFLIC)(20)10.29
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of February 7, 2008,
made by the Company related to its Elgin, Illinois property for the benefit of TFLIC(20)10.30
    
    Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of February 7, 2008,
made by JBSS Properties LLC related to its Elgin, Illinois property for the benefit of TFLIC(20)10.31
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of
February 7, 2008, made by the Company related to its Gustine, California property for the benefit of
TFLIC(20)10.32
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of
February 7, 2008, made by the Company related to its Garysburg, North Carolina property for the benefit of
TFLIC(20)10.33
    
    Promissory Note (Tranche A) dated February 7, 2008, in the principal amount of $36.0 million executed by the
Company in favor of TFLIC(20)10.34
    
    Promissory Note (Tranche B) dated February 7, 2008, in the principal amount of $9.0 million executed by the
Company in favor of TFLIC(20)11-20
    
    Not applicable21
    
    Subsidiaries of the Registrant, filed herewith22
    
    Not applicable23
    
    Consent of PricewaterhouseCoopers LLP, filed herewith
 64




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##### Table of Contents



ExhibitNumber
    
    Description24 -30
    
    Not applicable31.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith31.2
    
    Certification of Michael J. Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended,
filed herewith32.1
    
    Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith32.2
    
    Certification of Michael J. Valentine pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith33-100
    
    Not applicable
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1,
Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File
No. 0-19681).(2)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (Commission File No. 0-19681).(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1
(Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25,
1991 (Commission File No. 0-19681).(4)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
first quarter ended September 24, 1998 (Commission File No. 0-19681).(5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 28, 2000 (Commission File No. 0-19681).(6)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 25, 2003 (Commission File No. 0-19681).(7)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
third quarter ended March 25, 2004 (Commission File No. 0-19681).(8)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal
year ended June 24, 2004 (Commission File No. 0-19681).(9)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
December 2, 2004 (Commission File No. 0-19681).(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March 2,
2005 (Commission File No. 0-19681).(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April
15, 2005 (Commission File No. 0-19681).(12)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal
year ended June 30, 2005 (Commission File No. 0-19681).(13)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
second quarter ended December 29, 2005 (Commission File No. 0-19681). 65




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##### Table of Contents



(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
28, 2006 (Commission File No. 0-19681).(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11,
2006 (Commission File No. 0-19681).(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated July 14,
2006 (Commission File No. 0-19681).(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated
September 20, 2006 (Commission File No. 0-19681).(18)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 28, 2007 (Commission File No. 0-19681).(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 24,
2007 (Commission File No. 0-19681).(20)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated February 7,
2008 (Commission File No. 0-19681).(21)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the first
quarter ended September 27, 2007 (Commission File No. 0-19681).(22)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the third
quarter ended March 24, 2005 (Commission File No. 0-19681).*
    
    Indicates a management contract or compensatory plan or arrangement required to be
filed as an exhibit to this form pursuant to Item 14(c). 66