SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 28, 2012

H. J. Heinz Company

(Exact Name of Registrant as Specified in Its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On February 28, 2012, H. J. Heinz Company, a Pennsylvania corporation (“Heinz”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”), pursuant to which Heinz agreed to issue and sell to the Underwriters $300,000,000 of its 1.500% notes due 2017 (the “2017 Notes”) and $300,000,000 of its 2.850% notes due 2022 (the “2022 Notes” and, together with the 2017 Notes, the “Notes”). The Notes were offered pursuant to Heinz’s Registration Statement on Form S-3, File No. 333-176707, dated September 7, 2011.

From time to time in the ordinary course of their respective businesses, certain of the Underwriters and their affiliates have engaged in and may in the future engage in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with Heinz and its affiliates.

The closing of the sale of the Notes is expected to occur on March 2, 2012. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discount and the estimated offering expenses payable by Heinz, are approximately $594,699,000. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report on Form 8-K and is incorporated by reference into the Registration Statement.

The Notes are governed by an Indenture (the “Indenture”) dated July 15, 2008 between Heinz and Union Bank, N.A. (f/k/a Union Bank of California, N.A.), as trustee. Heinz may issue additional debt securities from time to time pursuant to the Indenture. A copy of the form of Indenture was filed as Exhibit 4.1 to Heinz’s Registration Statement on Form S-3, File No. 333-152196, dated July 9, 2008, and is incorporated by reference to this report on Form 8-K. Forms of the 2017 Notes and the 2022 Notes are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this report on Form 8-K and are incorporated by reference into the Registration Statement.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.