UNITED STATES 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): November 15, 2018
Commission File Number 1-9929
Insteel Industries Inc.
(Exact name of registrant as specified in its charter)
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North Carolina (State or other jurisdiction of incorporation or organization) |
56-0674867 (I.R.S. Employer Identification No.) |
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1373 Boggs Drive, Mount Airy, North Carolina (Address of principal executive offices) |
27030 (Zip Code) |
Registrant’s telephone number, including area code: ( 336) 786-2141
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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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 3.03 of this Report is incorporated by reference into this Item 1.02.
Item 3.03. Material Modification to Rights of Security Holders.
On November 15, 2018, Insteel Industries Inc. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to that certain Rights Agreement (the “Rights Agreement”) by and between the Company and American Stock Transfer & Trust Company, LLC (as successor rights agent to First Union National Bank, the “Rights Agent”). The Rights Agent also serves as the transfer agent for the Company’s Common Stock.
The Rights Agreement is filed as Exhibit 99.1 to the Company’s Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission (“SEC”) on May 7, 1999. On April 26, 1999, the Board declared a dividend distribution of one Right for each outstanding share of the Company’s Common Stock, with each Right entitling the registered holder of such Common Stock to purchase from the Company, upon the occurrence of a Distribution Date, a Unit, representing one two-hundredth of a share (as adjusted for stock splits), of Series A Junior Participating Preferred Stock for $40.00 (as adjusted). Among other things, Amendment No. 1 (“Amendment No. 1”) to the Rights Agreement extended the “Final Expiration Date” of the Rights Agreement to April 24, 2019 and changed the “Purchase Price” from $40.00 to $46.00. Amendment No. 1 is filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2009. Defined terms used in this Report and not otherwise defined herein have the meanings set forth in the Rights Agreement, as amended.
Amendment No. 2 changes the “Final Expiration Date” of the Rights Agreement to December 31, 2018, at which time the Rights Agreement will terminate and each outstanding Right will expire. The Rights Agreement, as modified by Amendment No. 2, remains in full force and effect until December 31, 2018.
The foregoing summary of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, Amendment No. 1, and Amendment No. 2, which is filed as Exhibit 4.1 to this Report and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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4.1 |
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 thereunto duly authorized.
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INSTEEL INDUSTRIES INC. Registrant |
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Date: November 19, 2018 |
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/s/ James F. Petelle |
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James F. Petelle |
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Vice President – Administration and Secretary |
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Exhibit 4.1
INSTEEL INDUSTRIES, INC.
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment No. 2”) is dated as of November 15, 2018 by and between Insteel Industries, Inc., a North Carolina corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (as successor rights agent to First Union National Bank, the “Rights Agent”).
RECITALS
WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of April 27, 1999, as amended and extended by that certain Amendment No. 1 to Rights Agreement dated as of April 25, 2009 (the “Rights Agreement”); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may amend any provision of the Rights Agreement without the approval of any holders of certificates representing shares of Common Stock (as defined in the Rights Agreement) before the Distribution Date (as defined in the Rights Agreement); and
WHEREAS, the Board of Directors of the Company has determined that it is desirable to amend the Rights Agreement as set forth herein and has authorized this Amendment No. 2 by a duly authorized resolution; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
1. Section 1(r) of the Rights Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:
(r) “Final Expiration Date” shall mean the Close of Business on December 31, 2018, unless extended by the Board of Directors of the Company as provided in Section 27 hereof.
2. The Rights Agent acknowledges its receipt of an officer’s certificate notifying it of this Amendment No. 2 in accordance with Section 27 of the Rights Agreement.
3. This Amendment No. 2 shall be effective as of the date first set forth above and, except as set forth herein, the Rights Agreement shall remain otherwise unaffected hereby. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as further amended hereby.
4. This Amendment No. 2 shall bind and inure to the benefit of the Company’s and the Rights Agent’s respective successors and assigns.
5. If any term, provision, covenant or restriction of this Amendment No. 2 is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment No. 2 shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
6. This Amendment No. 2 shall be deemed to be a contract under the laws of the State of North Carolina and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
7. This Amendment No. 2 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the date first written above.
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INSTEEL INDUSTRIES, INC. |
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By: |
/S/ |
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Name: Michael C. Gazmarian
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC |
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By: |
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Name: Michael A. Nespoli
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