-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CTE05WOxDOZ7FvzKC7hLga7cD5JfUOc1PLS80NVb9HHm7RjHQ8YMa5tgvzprwslR N5oHLIVKHn7d0BVTIx9xBQ== 0000880117-04-000031.txt : 20040621 0000880117-04-000031.hdr.sgml : 20040621 20040621105230 ACCESSION NUMBER: 0000880117-04-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20040621 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JOHN B & SON INC CENTRAL INDEX KEY: 0000880117 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 362419677 STATE OF INCORPORATION: DE FISCAL YEAR END: 0624 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41863 FILM NUMBER: 04871857 BUSINESS ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JEFFREY T CENTRAL INDEX KEY: 0001171340 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 299 BUSSE ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 SC 13D 1 sanf13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) John B. Sanfilippo & Son, Inc. ------------------------------ (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 800422 10 7 ----------- (CUSIP Number) Jerry J. Burgdoerfer Jenner & Block LLP, One IBM Plaza, Chicago, IL 60611 312-923-2820 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 2004 ------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d- 1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d- 7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------------------------------------------------------- CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). Jasper B. Sanfilippo - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Represents (a) 1,360,731 shares of Class A Stock, $.01 SHARES per share, which is convertible 1,544,776 into Common Stock, par value $.01 BENEFICIALLY per share, held directly by Mr. Sanfilippo, (b) 163,045 shares OWNED BY of Class A Common Stock held by Mr. Sanfilippo as trustee of EACH certain trusts and (c) 21,000 shares of Common Stock held REPORTING directly by Mr. Sanfilippo.) -------------------------------------------------------- PERSON 8. Shared Voting Power WITH 18,832 (Represents shares of Common Stock held by Mr. Sanfilippo as co-trustee of the Sanfilippo Family Education Trust.) -------------------------------------------------------- 9. Sole Dispositive Power 2 1,544,776 -------------------------------------------------------- 10. Shared Dispositive Power 18,832 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,563,608 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 16.3% (44.9% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 3 CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). Marian R. Sanfilippo - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Includes (a) 24,500 shares of Class A Stock, $.01 SHARES per share, which is convertible 32,652 into Common Stock, par value $.01 BENEFICIALLY per share, and (b) 8,152 shares of Common Stock, all of which OWNED BY are held directly by Mrs. Sanfilippo.) EACH -------------------------------------------------------- 8. Shared Voting Power REPORTING 18,832 (Represents shares of Common PERSON Stock held by Mr. Sanfilippo as co-trustee of the WITH Sanfilippo Family Education Trust.) -------------------------------------------------------- 9. Sole Dispositive Power 32,652 -------------------------------------------------------- 4 10. Shared Dispositive Power 18,832 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 51,484 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.6% (0.8% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 5 CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). Jeffrey T. Sanfilippo - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares of Class A Stock held by Mr. SHARES Sanfilippo as trustee of the 54,044 Jeffrey T. Sanfilippo BENEFICIALLY Irrevocable Truste, dated April 7, 2004 and (b) 10,000 OWNED BY shares of Common Stock held by Mr. Sanfilippo directly.) EACH -------------------------------------------------------- 8. Shared Voting Power REPORTING 18,832 (Represents shares of Common PERSON Stock held by Mr. Sanfilippo as co-trustee of the WITH Sanfilippo Family Education Trust.) -------------------------------------------------------- 9. Sole Dispositive Power 54,044 -------------------------------------------------------- 6 10. Shared Dispositive Power 18,832 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 72,876 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.9% (1.4% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 7 CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). Jasper B. Sanfilippo, Jr. - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares of Class A Stock held by Mr. SHARES Sanfilippo as trustee of the 44,044 Jasper B. Sanfilippo BENEFICIALLY Irrevocable Trust, dated April 7, 2004.) OWNED BY -------------------------------------------------------- 8. Shared Voting Power EACH 0 REPORTING -------------------------------------------------------- 9. Sole Dispositive Power PERSON 44,044 WITH -------------------------------------------------------- 8 10. Shared Dispositive Power 0 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 44,044 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.5% (1.3% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 9 CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). John E. Sanfilippo - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares of Class A Stock held by Mr. SHARES Sanfilippo as trustee of the 72,196 John E. Sanfilippo BENEFICIALLY Irrevocable Trust, dated April 7, 2004 and (b) 28,152 OWNED BY shares of Common Stock owned directly by Mr. Sanfilippo.) EACH -------------------------------------------------------- 8. Shared Voting Power REPORTING 0 PERSON -------------------------------------------------------- 9. Sole Dispositive Power WITH 72,196 -------------------------------------------------------- 10 10. Shared Dispositive Power 72,196 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 72,196 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.9% (1.4% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 11 CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). James J. Sanfilippo - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares of Class A Stock held by Mr. SHARES Sanfilippo as trustee of the 44,044 James J. Sanfilippo BENEFICIALLY Irrevocable Trust, dated April 7, 2004.) OWNED BY -------------------------------------------------------- 8. Shared Voting Power EACH 0 REPORTING -------------------------------------------------------- 9. Sole Dispositive Power PERSON 44,044 WITH -------------------------------------------------------- 12 10. Shared Dispositive Power 0 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 44,044 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.5% (1.3% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 14 CUSIP No. 800422 10 7 - ----------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification No. of above persons (entities only). Lisa A. Evon - ----------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [X]** (b) [ ] ** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 86,136 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page. - ----------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------- 4. Source of Funds* Not Applicable. - ----------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - ----------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares of Class A Stock held by Ms. SHARES Evon as trustee of the 44,044 Lisa A. Evon BENEFICIALLY Irrevocable Trust, dated April 7, 2004.) OWNED BY -------------------------------------------------------- 8. Shared Voting Power EACH 0 REPORTING -------------------------------------------------------- 9. Sole Dispositive Power PERSON 44,044 WITH -------------------------------------------------------- 14 10. Shared Dispositive Power 0 - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 44,044 - ----------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.5% (1.3% of the combined voting power) - ----------------------------------------------------------------------- 14. Type of Reporting Person* IN - ----------------------------------------------------------------------- 15 Introductory Statement ---------------------- This Schedule 13D is being filed jointly by the persons listed in Item 2 below, which persons are sometimes individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the action described in Item 4 of this Schedule 13D and are thus eligible to make a joint filing under Rule 13d-1(k) promulgated under the Exchange Act. Except as expressly set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of the Common Stock, par value $.01 per share ("Common Stock"), and Class A Common Stock, par value $.01 per share ("Class A Stock"), of the Company beneficially owned by any other Reporting Person. This joint filing shall also serve to amend (i) Amendment No. 5 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Jasper B. Sanfilippo on September 23, 1997 and (ii) Amendment No. 3 to the Schedule 13D filed with the Commission by Marian R. Sanfilippo on September 23, 1997. The only individuals identified in Item 2 below who are required to file Schedule 13D based on their beneficial ownership of a class of the Company's Securities are Jasper B. Sanfilippo and Marian R. Sanfilippo. The other Reporting Persons listed are participating in this group filing solely to identify themselves as a group under Section 13(d)(3) of the Exchange Act. The Company qualifies as a "controlled company" for purposes of Section 4350(c) of the Nasdaq Marketplace Rules based on the aggregate stock ownership of the Reporting Persons -- See Item 4(c) below for additional detail. Item 1. Security and Issuer. - ----------------------------- This Schedule 13D relates to the Common Stock of John B. Sanfilippo & Son, Inc., a Delaware corporation ("JBSS" or the "Company"), with its principal executive offices at 2299 Busse Road, Elk Grove Village, Illinois 60007. Each Reporting Person owns shares of Class A Stock, which is convertible into shares of Common Stock, and Jasper B. Sanfilippo, Marian R. Sanfilippo, Jeffrey T. Sanfilippo and John E. Sanfilippo own shares of Common Stock. Item 2. Identity and Background - -------------------------------- This Schedule 13D is being filed jointly by the individual shareholders set forth below. All principal occupations listed are positions held with the Company. Shareholder / Address Occupation/Employment/Business Address - --------------------- -------------------------------------- Jasper B. Sanfilippo Chairman of the Board of Directors and Individually and as Co-trustee Chief Executive Officer of the Sanfilippo Family 2299 Busse Road Education Trust Elk Grove Village, Illinois 60007 2299 Busse Road Elk Grove Village, IL 60007 Marian R. Sanfilippo None Individually and as Co-trustee of the Sanfilippo Family Education Trust 2299 Busse Road Elk Grove Village, IL 60007 16 Jeffrey T. Sanfilippo Director and Executive Vice President Individually and as Co-trustee Sales and Marketing of the Sanfilippo Family Education Trust and Trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated April 7, 2004 2299 Busse Road Elk Grove Village, IL 60007 Jasper B. Sanfilippo, Jr. Director and Executive Vice Trustee of the Jasper B. President Operations Sanfilippo Irrevocable Trust, dated April 7, 2004 2299 Busse Road Elk Grove Village, IL 60007 John E. Sanfilippo None Individually and as Trustee of the John E. Sanfilippo Irrevocable Trust, dated April 7, 2004 2299 Busse Road Elk Grove Village, IL 60007 James J. Sanfilippo None Trustee of the James J. Sanfilippo Irrevocable Trust, dated April 7, 2004 2299 Busse Road Elk Grove Village, IL 60007 Lisa A. Evon Industrial Sales Manager Trustee of the Lisa A. Evon Irrevocable Trust, dated April 7, 2004 2299 Busse Road Elk Grove Village, IL 60007 Each Reporting Person is a citizen of the United States. During the last five years, no Reporting Person has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ---------------------------------------------------------- The transactions reported on this Schedule 13D involve dispositions of Company securities by the Reporting Persons identified in Item 4 below. Consequently, Item 3 is not applicable. Item 4. Purpose of Transaction. - ------------------------------- The Reporting Persons are filing this Schedule 13D for the following purposes: (a) Disposition of Securities by Jasper B. Sanfilippo: - --------------------------------------------------------- To report the sale of shares of Common Stock by Jasper B. Sanfilippo in connection with a public offering of Common Stock by the Company pursuant to a Registration Statement on Form S-3 filed by the Company 17 with the Commission on January 27, 2004, as amended. The public offering (the "Offering") covered 1,000,000 shares offered by the Company, 1,000,000 shares sold by certain selling stockholders (including certain of the Reporting Persons as trustees of certain trusts) and 300,000 shares of Common Stock sold (150,000 shares by the Company and 150,000 shares by certain selling stockholders) pursuant to an over-allotment option granted to the Company's underwriters. As co-trustee of the Sanfilippo Family Education Trust, a selling stockholder in the Offering, Mr. Sanfilippo sold 30,768 shares of Common Stock on March 29, 2004. (b) Disposition of Securities by Marian R. Sanfilippo: - -------------------------------------------------------- To report the sale of shares of Common Stock in connection with the Offering by Mrs. Sanfilippo as trustee of five trusts, the beneficiaries of which are the children of Mrs. Sanfilippo and Jasper B. Sanfilippo. Mrs. Sanfilippo sold 670,000 shares of Common Stock in the Offering, 134,000 from each trust. Immediately prior to the Offering, all such shares were converted into Common Stock from Class A Stock held by the trusts. These sales were made from the following trusts: Shares Sold in Trust Name Offering ---------- -------- John E. Sanfilippo Irrevocable Trust, dated October 8, 1996 134,000 Jeffrey T. Sanfilippo Irrevocable Trust, dated October 18, 1996 134,000 Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 8, 1996 134,000 James J. Sanfilippo Irrevocable Trust, dated October 8, 1996 134,000 Lisa Sanfilippo Irrevocable Trust, dated January 21, 1993 134,000 ------- Total 670,000 Following the Offering, for each of the five trusts described above, Ms. Sanfilippo transferred all of the remaining 44,044 shares of Class A Stock in each trust into the corresponding new trusts identified in Item 2 hereof. Each of these five new trusts has as its sole beneficiary and trustee one of Mrs. Sanfilippo's five children. Giving effect to the sales and transfers described above, Mrs. Sanfilippo's beneficial ownership consists entirely of 24,500 shares of Class A Stock owned directly by her, 8,152 shares of Common Stock owned directly by her and 18,832 shares of Common Stock owned held as co-trustee of the Sanfilippo Family Education Trust. Ms. Sanfilippo is no longer individually deemed to beneficially own greater than five percent of the Common Stock of the Company. (c) Formation of a Group and Nasdaq Controlled Company Exception: - ------------------------------------------------------------------- By filing this Schedule 13D, the Reporting Persons are providing notice (1) that they beneficially own, in the aggregate, securities of the Company controlling in excess of 50% of the voting power of the Company's common equity and (2) that, effective immediately, they intend to act as a group. As a result, the Company is a "controlled company" pursuant to Section 4350(c)(5) of the Nasdaq Marketplace Rules. As a controlled company, the Company will not be required to have a majority of independent directors on its board of directors or to comply with the Nasdaq corporate governance rules that require a majority 18 of independent directors to determine the compensation of the CEO and other executive officers and select or recommend director nominees. The possible activities of the Reporting Persons are subject to change at any time, and there can be no assurance that a Reporting Person will take or refrain from taking any actions with respect to such person's shares. The Reporting Persons reserve the right to, among other things, purchase or dispose of shares of Class A Common Stock, Common Stock and/or other securities of JBSS in accordance with the instruments and agreements governing such actions. Item 5. Interest in Securities of the Issuer. (a)-(b) The Reporting Persons, as members of a group, are deemed to beneficially own an aggregate of 1,768,496 shares of Class A stock and 86,136 shares of Common stock. This represents 68.1% of the total outstanding shares of Class A Stock and 18.8% of the total outstanding shares of Common Stock, assuming the conversion of all such shares of Class A Stock into an equal number of shares of Common Stock. The holders of Common Stock are entitled to elect one-fourth of the members of the Company's board of directors, rounded up to the nearest whole number. The holders of Class A Stock are entitled to elect the remaining directors. With respect to all matters other than the election of directors or any matters for which class voting is required by law, the holders of Common Stock and the holders of Class A Stock vote together as a single class, with the holders of Common Stock entitled to one vote per share of Common Stock and the holders of Class A Stock entitled to ten votes per share of Class A Stock. Based on the relative voting rights of the Class A Stock and Common Stock, the Reporting Persons have or share 52.2% of the total outstanding voting power of the common equity of the Company. The stock ownership of each Reporting Person is as follows:
Sole Voting Shared Sole Voting and Voting and and Dispositive Dispositive Total Voting Dispositive Percent Power of Power of Percent of Power of Power of of Class Common Common Common Common Reporting Person Class A Stock A Stock Stock Stock(1) Stock(2) Equity(3) - ---------------- ------------- -------- ---------- ----------- ---------- --------- Jasper B. Sanfilippo 1,523,776 58.7% 21,000 18,832 16.3% 44.9% Marian R. Sanfilippo 24,500 0.9% 8,152 18,832 0.6% 0.8% Jeffrey T. Sanfilippo 44,044 1.7% 10,000 18,832 0.9% 1.4% Jasper B. Sanfilippo, Jr. 44,044 1.7% - - 0.5% 1.3% John E. Sanfilippo 44,044 1.7% 28,152 - 0.9% 1.4% James J. Sanfilippo 44,044 1.7% - - 0.5% 1.3% Lisa A. Evon 44,044 1.7% - - 0.5% 1.3% ------------- -------- ---------- Total 1,768,496 68.1% 67,304 18,832 18.6% 52.2%
20 (1) Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T. Sanfilippo share voting and dispositive power over 18,832 shares of Common Stock as co-trustees of the Sanfilippo Family Education Trust. (2) The percentage of Common Stock beneficially owned by each Reporting Person assumes the conversion of all shares of Class A Stock held by such Reporting Person into an equal number of shares of Common Stock. (3) The percentage of common equity beneficially owned by each Reporting Person assumes no conversion of Class A Stock into Common Stock and is calculated based on voting power of ten votes per share of Class A Stock. (c) The Reporting Persons identified in Item 2 above have effected the following transactions in the common equity of the Company in the past 60 days: * Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T. Sanfilippo together sold 30,768 shares of Common Stock as co-trustees of the Sanfilippo Family Education Trust in connection with the Offering on March 29, 2004 at a price of $35.75 per share before deducting underwriters' commissions and other expenses. * Marian R. Sanfilippo, as trustee of each of the Sanfilippo children's trusts identified in Item 4 above, sold an aggregate of 556,000 shares of Common Stock (111,200 shares from each trust) in the Offering on March 29, 2004 and an aggregate of 114,000 shares of Common Stock (22,800 shares from each trust) on April 5, 2004 in connection with the underwriters' exercise of their over-allotment option. All such shares were sold at $35.75 per share before deducting underwriters' commissions and other expenses and were converted into Common Stock from Class A Stock immediately prior to the Offering -- See Item 4 for additional detail. * Each of the five trusts that is a Reporting Person hereunder received a transfer of 44,044 shares of Class A Stock on April 7, 2004 from a corresponding family trust for which Marian R. Sanfilippo was trustee and possessed beneficial ownership; (d) Not applicable. (e) As a result of the transactions and transfers identified above, as of April 7, 2004, Marian R. Sanfilippo is no longer deemed to be a beneficial owner of in excess of five percent of a class of the Company's securities. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer. - --------------------------------------------------------------------- (a) Pursuant to the Restated Certificate, among other things: 20 (i) So long as there is Class A Stock outstanding, holders of Common Stock and Class A Stock will vote together as one class with respect to all matters to be voted on by JBSS's stockholders, except (a) as required by law; (b) in connection with the election of any directors or class of directors elected by any series or class of preferred stock; or (c) the holders of Common Stock and any class or series of preferred stock granted the right to so vote, voting together as a separate class and excluding the holders of Class A Stock, are entitled to elect a number of directors equal to one-fourth (1/4) of the total number of directors constituting the entire Board of Directors while the holders of Class A Stock are entitled to elect the rest of the directors; (ii) Each record holder of Class A Stock is entitled at any time to convert any or all of the shares of such Class A Stock into an equal number of shares of Common Stock; (iii) Upon the sale, assignment, pledge or other transfer of any shares or any interest in shares of Class A Stock, other than a "Permitted Transfer" as described in Part 4(b) of Subdivision II of the Restated Certificate, all such transferred shares of Class A Stock will be automatically converted into an equal number of shares of Common Stock; (iv) All outstanding shares of Class A Stock will be automatically converted into an equal number of shares of Common Stock upon the date on which the number of outstanding shares of Class A Stock constitutes less than 12.5% of the total number of outstanding shares of Common Equity. (b) Jasper B. Sanfilippo, the Chairman of the Board and Chief Executive Officer of the Company, is the trustee of five trusts. As the trustee under these trusts Mr. Sanfilippo has the authority to vote, or to direct the vote, and to dispose, or to direct the disposition of the 163,045 shares of Class A Stock held in the aggregate by the trusts. The following table more specifically describes each trust by identifying the name of the trust, the grantor and the beneficiary of the trust (which, with respect to a particular trust, are the same person), and the number of shares of Class A Stock held by each trust. Mr. Sanfilippo is the father of the beneficiary under each trust. Trust Grantor and Beneficiary Number of Shares ----- ----------------------- ---------------- James J. Sanfilippo Trust Agreement, dated September 26, 1991 James J. Sanfilippo 32,609 Jasper B. Sanfilippo Trust Agreement, dated September 23, 1991 Jasper B. Sanfilippo 32,609 Lisa Ann Sanfilippo Trust Agreement, dated Lisa A. Evon (formerly October 4, 1991 Lisa Ann Sanfilippo) 32,609 Jeffrey T. Sanfilippo Trust Agreement, dated October 7, 1991 Jeffrey T. Sanfilippo 32,609 John E. Sanfilippo Trust Agreement, dated October 2, 1991 John E. Sanfilippo 32,609 The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Stock, and so much of the principal of the trust, including shares of Class A Stock, as Mr. 21 Sanfilippo, as trustee, determines to be required or advisable based on certain criteria. The beneficiary under each trust has the right to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock. Jasper B. Sanfilippo Jr., Lisa Ann Evon and Jeffrey T. Sanfilippo have each pledged 44,044 shares of JBSS Class A Stock, as beneficiaries under their trust agreements, to the Northern Trust Company to secure for each a separate secured revolving line of credit. The Northern Trust Company is entitled, upon default by a beneficiary under the credit agreements to sell the shares of Class A Stock pledged to it by the defaulting beneficiary in order to satisfy the defaulting beneficiary's loan obligations. (c) On December 31, 2003 Jasper B. Sanfilippo received a line of credit of $14,483,406 from Northern Trust Company, which matures on December 31, 2004. Mr. Sanfilippo has a total of 1,277,481 shares of Class A Common Stock pledged under this line of credit. The Class A Stock pledged as collateral secures, pursuant to the terms of the Loan Agreements, prompt payment and performance of all required actions by Mr. Sanfilippo. All payments under this line of credit are up to date and current. (d) In connection with the Offering, each of the selling stockholders in the Offering signed a Lock-Up Agreement which restricts transactions in the securities of the Company for a period of 90 days after the date of the final prospectus covering the Offering. Reporting Persons that signed a Lock-Up Agreement include Jasper B. Sanfilippo, Marian R. Sanfilippo as trustee of the trusts identified in Item 4 above, Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr. In addition, the shares of Class A Stock held by each of the Irrevocable Trusts identified in Item 2 above are subject to the Lock-Up Agreement executed by Marian R. Sanfilippo as a result of the transfers of shares described in Item 4(b) above. The Lock-Up Agreements expire on June 22, 2004. In addition, each holder of Class A Stock signed a Request for Waiver and Restriction on Transfer Agreement, dated January 22, 2004 by which the holder waived its right to voluntarily convert any shares of Class A Stock into Common Stock, and agreed to certain other restrictions on transfer, until the Restated Certificate has been amended to increase the number of shares of Common Stock authorized for issuance to a number sufficient to allow for the conversion of all outstanding shares of Class A Stock into Common Stock. In turn, the Company has agreed to seek such an increase at its next annual meeting of stockholders. Item 7. Material to be Filed as Exhibits - ---------------------------------------- EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- Exhibit 1 Lock-Up Agreement of Jasper B. Sanfilippo, dated March 9, 2004* Exhibit 2 Lock-Up Agreement of Marian R. Sanfilippo, dated March 9, 2004* Exhibit 3 Lock-Up Agreement of Marian R. Sanfilippo, dated March 9, 2004, as Trustee of the John E. Sanfilippo Irrevocable Trust, dated October 8, 1996* Exhibit 4 Lock-Up Agreement of Marian R. Sanfilippo, dated March 9, 2004, as Trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 18, 1996* Exhibit 5 Lock-Up Agreement of Marian R. Sanfilippo, dated March 9, 2004, as Trustee of the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 8, 1996* Exhibit 6 Lock-Up Agreement of Marian R. Sanfilippo, dated March 9, 2004, as Trustee of the James J. Sanfilippo Irrevocable Trust, dated October 8, 1996* Exhibit 7 Lock-Up Agreement of Marian R. Sanfilippo, dated March 9, 2004, as Trustee of the Lisa Sanfilippo Irrevocable Trust, dated January 21, 1993* Exhibit 8 Lock-Up Agreement of Jeffrey T. Sanfilippo, dated March 10, 2004* 22 Exhibit 9 Lock-Up Agreement of Jasper B. Sanfilippo, Jr., dated March 10, 2004* Exhibit 10 Lock-Up Agreement of Jeffrey T. Sanfilippo, dated March 10, 2004, as Trustee of the Sanfilippo Family Education Trust* Exhibit 11 Request for Waiver and Restriction on Transfer** * Filed herewith. ** Previously filed as Exhibit No. 10.36 to the Company's Registration Statement on Form S-3 (Registration No. 333-112221) on March 10, 2004. 23 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 21, 2004 JASPER B. SANFILIPPO By: /s/ JASPER B. SANFILIPPO -------------------------- Jasper B. Sanfilippo, both Individually and as Trustee of the Sanfilippo Family Education Trust MARIAN R. SANFILIPPO By: /s/ MARIAN R. SANFILIPPO -------------------------- Marian R. Sanfilippo, both Individually and as Trustee of the Sanfilippo Family Education Trust JEFFREY T. SANFILIPPO By: /s/ JEFFREY T. SANFILIPPO --------------------------- Jeffrey T. Sanfilippo, both Individually and as Trustee of the Sanfilippo Family Education Trust and the Jeffrey T. Sanfilippo Irrevocable Trust, dated April 7, 2004 JOHN E. SANFILIPPO By: /s/ JOHN E. SANFILIPPO ------------------------ John E. Sanfilippo, both Individually and as Trustee of the John E. Sanfilippo Irrevocable Trust, dated April 7, 2004 24 JASPER B. SANFILIPPO, JR. By: /s/ JASPER B. SANFILIPPO, JR. ------------------------------- Jasper B. Sanfilippo, Jr. as Trustee of the Jasper B. Sanfilippo Irrevocable Trust, dated April 7, 2004 JAMES J. SANFILIPPO By: /s/ JAMES J. SANFILIPPO ------------------------- James J. Sanfilippo, as Trustee of the James J. Sanfilippo Irrevocable Trust, dated April 7, 2004 LISA A. EVON By: /s/ LISA A. EVON ------------------ Lisa A. Evon, as Trustee of the Lisa A. Evon Irrevocable Trust, dated April 7, 2004 25 EX-1 2 sanfex1.txt EXHIBIT 1 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ JASPER B. SANFILIPPO ----------------------------- Signature Jasper B. Sanfilippo ----------------------------- Print Name Chairman of the Board & Chief Executive Officer ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-2 3 sanfex2.txt EXHIBIT 2 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ MARIAN R. SANFILIPPO ----------------------------- Signature Marian R. Sanfilippo ----------------------------- Print Name ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-3 4 sanfex3.txt EXHIBIT 3 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ MARIAN R. SANFILIPPO ----------------------------- Signature Marian R. Sanfilippo ----------------------------- Print Name Not Individually But As Trustee of John E. Sanfilippo Trust ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-4 5 sanfex4.txt EXHIBIT 4 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ MARIAN R. SANFILIPPO ----------------------------- Signature Marian R. Sanfilippo ----------------------------- Print Name Not Individually But As Trustee of Jeffrey T. Sanfilippo Trust ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-5 6 sanfex5.txt EXHIBIT 5 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ MARIAN R. SANFILIPPO ----------------------------- Signature Marian R. Sanfilippo ----------------------------- Print Name Not Individually But As Trustee of Jasper B. Sanfilippo, Jr. Trust ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-6 7 sanfex6.txt EXHIBIT 6 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ MARIAN R. SANFILIPPO ----------------------------- Signature Marian R. Sanfilippo ----------------------------- Print Name Not Individually But As Trustee of James J. Sanfilippo Trust ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-7 8 sanfex7.txt EXHIBIT 7 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 9, 2004 -------------- /s/ MARIAN R. SANFILIPPO ----------------------------- Signature Marian R. Sanfilippo ----------------------------- Print Name Not Individually But As Trustee of Lisa Sanfilippo Irrevocable Trust ----------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-8 9 sanfex8.txt EXHIBIT 8 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 10, 2004 -------------- /s/ JEFFREY T. SANFILIPPO ------------------------------ Signature Jeffrey T. Sanfilippo ------------------------------ Print Name Executive Vice President Sales & Marketing ------------------------------ Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-9 10 sanfex9.txt EXHIBIT 9 --------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 10, 2004 -------------- /s/ JASPER B. SANFILIPPO, JR. ------------------------------- Signature Jasper B. Sanfilippo, Jr. ------------------------------- Print Name Executive Vice President Operations ------------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- EX-10 11 sanfex10.txt EXHIBIT 10 ---------- JOHN B. SANFILIPPO & SON, INC. ------------------------------ Lock-Up Agreement John B. Sanfilippo & Son, Inc. 2299 Busse Road Elk Grove Village, IL 60007 Adams, Harkness & Hill, Inc. As representative of the several Underwriters c/o Adams, Harkness & Hill, Inc. 60 State Street Boston, Massachusetts 02109 Re: John B. Sanfilippo & Son, Inc. - Lock-Up Agreement -------------------------------------------------- Ladies and Gentlemen: The undersigned understands that Adams, Harkness & Hill, Inc., as representative (the "Representative"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in such agreement (collectively, the "Underwriters"), with John B. Sanfilippo & Son, Inc., a Delaware corporation (the "Company"), providing for a public offering of shares (the "Shares") of the common stock, par value $.01 per share, of the Company (the "Common Stock"), pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 27, 2004, as amended (the "Registration Statement"). In consideration of the agreement by the Underwriters to continue their efforts in connection with the offering of the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and continuing to and including the date ninety (90) days after the date of the final prospectus covering the offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to, or result in, a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit (i) any grant or exercise of options to purchase Common Stock pursuant to the Company's option plans or (ii) the conversion of any equity security held by the undersigned into Common Stock. The undersigned further represents and agrees that the undersigned has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) to the Underwriters pursuant to the Underwriting Agreement, (ii) as a bona fide gift or gifts, or by will or intestacy, provided that the transferee or transferees thereof agree to be bound by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is (x) a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation or (y) a limited partnership, the limited partnership may transfer the capital stock of the Company to its limited partners, provided that in either such case, it shall be a condition to the transfer that each transferee execute an agreement stating that such transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. Except as set forth on the signature page hereto, the undersigned now has, and except as contemplated by clauses (i) through (iv) of this paragraph, for the duration of this Lock-Up will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the Company entering stop transfer instructions with its transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything contained herein to the contrary, this Lock-Up Agreement shall terminate and be of no further force or effect upon the earlier of (i) expiration of the Lock-Up Period and (ii) written notice either by the Company to the Underwriters or by the Underwriters to the Company that the offering of the Shares has been terminated or suspended. -2- The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Very truly yours, Date: March 10, 2004 -------------- /s/ JEFFREY T. SANFILIPPO ------------------------------ Signature Jeffrey T. Sanfilippo ------------------------------- Print Name Not Individually But As Trustee Of Sanfilippo Family Education Trust ------------------------------- Title The following liens, encumbrances and claims relate to the Undersigned's Shares: - ----------------------------------------------------------------- - ----------------------------------------------------------------- -3- -----END PRIVACY-ENHANCED MESSAGE-----