As filed with the Securities and Exchange Commission on June 16, 2023

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

B&G FOODS, INC.

(Exact name of registrant as specified in its charter)

B&G Foods, Inc. Omnibus Incentive Compensation Plan

(Full Title of the Plan)

Scott E. Lerner

Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

Four Gatehall Drive

Parsippany, NJ 07054

(Name and address of agent for service)

973.401.6500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed for the purpose of registering an additional 5,000,000 shares of common stock, par value $0.01 per share of B&G Foods, Inc., a Delaware corporation to be issued pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan, as amended and restated (which we refer to as the Plan). Pursuant to General Instruction E of Form S-8, the contents of the following registration statements on Form S-8 relating to the Plan previously filed with the Securities and Exchange Commission (SEC) are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth in this registration statement: File No. 333-150903 filed by the Registrant on May 14, 2008 that registered 2,000,000 shares of common stock issuable under the Plan and File No. 333-168845 filed by the Registrant on August 13, 2010 that registered an additional 2,500,000 shares of common stock issuable under the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, or the Securities Act, and the “Note” to Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 will be sent or given to the participants in the Plan covered by this registration statement, as specified by the SEC pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the SEC either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

We incorporate by reference in this registration statement the information contained in the following documents (other than any portions of the respective filings that were furnished under applicable SEC rules rather than filed):

We are also incorporating by reference all other reports that we will file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than any portions of the respective filings that will be furnished under applicable SEC rules rather than filed), until all the securities that may be offered under this prospectus supplement are sold. The information that we file with the SEC after the date of this prospectus supplement and prior to the completion of the offering of the securities under this registration statement will update and supersede the information contained in this registration statement and incorporated filings. You will be deemed to have notice of all information incorporated by reference in this registration statement as if that information was included in this registration statement.

Item 5. Interests of Named Experts and Counsel.

The legality of the securities described herein has been passed upon for the Registrant by Scott E. Lerner, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer for the Registrant. As of June 16, 2023, Mr. Lerner beneficially owned 262,070 shares of common stock of B&G Foods, which includes 108,556 options to acquire common stock and 20,907 shares of restricted stock.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Parsippany, New Jersey, on the 16^th day of June, 2023.

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth C. Keller, Bruce C. Wacha and Scott E. Lerner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

B&G FOodS, Inc.

Exhibit 5.1

	B&G Foods, Inc.
	Four Gatehall Drive
	Parsippany, NJ 07054
	Tel: (973) 401-6500
	Fax: (973) 630-6550

June 16, 2023

B&G Foods, Inc.

Four Gatehall Drive

Parsippany, New Jersey 07054

Ladies and Gentlemen:

I am Executive Vice President, General Counsel, Secretary and Chief Compliance Officer of B&G Foods, Inc., a Delaware corporation (the “Company”), and have acted in my capacity as General Counsel in connection with the preparation and filing of a registration statement on Form S-8 (the “Registration Statement”) to be filed today by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of an aggregate of up to 5,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”) pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan, as amended and restated through May 17, 2023 (the “Plan”).

In rendering the opinion expressed below, I have examined and relied upon originals, or copies certified or otherwise identified to my satisfaction, of such records, documents, agreements, certificates, corporate records and other instruments, and examined such questions of law as I have deemed necessary or appropriate for the purposes of rendering this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents, the conformity to original documents of all documents submitted to me as copies and the legal capacity of natural persons. As to any facts material to this opinion that I have not independently verified, I have relied upon statements and representations of officers and representatives of the Company, public officials and others.

Based upon and subject to the foregoing and to the other assumptions, qualifications, limitations and exceptions set forth in this letter, I am of the opinion that when the Shares are issued and delivered in accordance with the terms and conditions of the Plan and any relevant agreements thereunder, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

I am a member of the Bar of the State of New York, and I am licensed in New Jersey to provide legal advice to the Company pursuant to a limited license granted in accordance with Rule 1:27-2 of the Supreme Court of the State of New Jersey. The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and I express no opinion concerning any other laws.

Quality Foods Since 1889

B&G Foods, Inc.

June 16, 2023

Page 2

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also hereby consent to the use of my name wherever appearing in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities Act and is solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Securities Act. No opinion is expressed herein as to any matter, other than as to the legality of the Shares as set forth above. This opinion may not be used, quoted, relied upon or referred to for any purpose other than the foregoing purpose. In particular, but without limitation, this opinion may not be used, quoted, relied upon or referred to by any lawyer or law firms providing one or more subsequent legal opinions, without my prior written consent.

Very truly yours,

Scott E. Lerner

General Counsel

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 28, 2023, with respect to the consolidated financial statements and the schedule of valuation and qualifying accounts of B&G Foods, Inc. and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Short Hills, New Jersey

June 16, 2023

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

B&G Foods, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities