DATE OF REPORT (Date of earliest event reported): April 28, 2005
Delta
Apparel, Inc.
(Exact name of
registrant as specified in its charter)
Georgia
(State or Other
Jurisdiction
of Incorporation)
1-15583 | 58-2508794 |
(Commission File Number) | (IRS Employer Identification No.) |
2750 Premiere Parkway, Suite 100, Duluth, Georgia | 30097 |
(Address of principal executive offices) | (Zip Code) |
(678)
775-6900
Not Applicable
(Former name or former address, if changed since last report)
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)
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 28, 2005, Delta Apparel, Inc. (the Company) filed articles of amendment to its articles of incorporation with the Georgia Secretary of State in order to effect a 2-for-1 stock split (the Stock Split) of its $0.01 par value common stock (the Common Stock) effective as of 9:00 a.m. Eastern Time on May 31, 2005 (the Effective Time). As a result of the Stock Split, at the Effective Time, the 7,500,000 shares of Common Stock authorized for issuance under the Companys articles of incorporation prior to the Stock Split were increased to 15,000,000 shares (with no change in par value), and one share of Common Stock was issued with respect to each outstanding share of Common Stock.
In connection with the Stock Split, the remaining number of shares of Common Stock registered under the Securities Act of 1933, as amended, pursuant to the Companys Registration Statement on Form S-8 with Commission File No. 333-61190 will be proportionately adjusted to give effect to the Stock Split.
(c) Exhibits
3.1.3 | Amendment to the Companys Articles of Incorporation dated April 28, 2005 with an effective time of 9:00 a.m. Eastern Time on May 31, 2005. |
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.
DELTA APPAREL, INC. | |
/s/ Herbert M. Mueller | |
Date: April 28, 2005 |
Herbert M. Mueller
Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit
Number
Description
3.1.3 Amendment to the Companys
EXHIBIT 3.1.3
ARTICLES OF AMENDMENT
OF
DELTA APPAREL, INC.
The Articles of Amendment of DELTA APPAREL, INC. are as follows:
1.
The name of the Corporation is DELTA APPAREL, INC. (the "Corporation"), and its charter number is K950538.
2.
The Articles of Incorporation of the Corporation as heretofore granted by the Secretary of State of Georgia on the 10th day of December, 1999, and as amended prior to the date hereof, are hereby further amended effective as of 9:00 a.m. May 31, 2005 (the "Effective Time") to change each issued and unissued authorized share of the Corporation's $0.01 par value common stock (the "Common Stock") into two shares of Common Stock.
3.
To effect the above change in Common Stock, the Articles of Incorporation are hereby amended as follows:
Section 3.1 of the Articles of Incorporation shall be deleted and replaced it in its entirety with the following new Section 3.1:
"3.1 Authorized Stock. The Corporation shall have the authority to issue Two Million (2,000,000) shares of $0.01 par value preferred stock ("Blank Preferred Stock") and Fifteen Million (15,000,000) shares of $0.01 par value common stock ("Common Stock")."
4.
The amendment of the Articles of Incorporation of the Corporation set forth in paragraph 3 hereof was adopted by the Board of Directors of the Corporation on April 21, 2005. Pursuant to Section 14-2-1002 of the Georgia Business Corporation Code, shareholder approval of these articles of amendment was not required.
IN WITNESS WHEREOF, DELTA APPAREL, INC. has caused its duly authorized officer to execute these Articles of Amendment as of this 28 day of April, 2005.
By: Delta Apparel, Inc. -------------------------------------------- Name: /s/ Martha M. Watson -------------------------------------------- Title: Secretary -------------------------------------------- |