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): April 29, 2003
Crown Crafts, Inc.
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(Exact name of registrant as specified in its charger)
Georgia 1-7604 58-0678148
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(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification Number)
916 South Burnside Avenue, Gonzales, LA 70737
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (225)647-9100
Item 5. Other Events
Crown Crafts, Inc., a Georgia corporation (the "Company"), and Bank of
America, N.A., The Prudential Insurance Company of America and Wachovia Bank,
National Association (successor by merger to Wachovia Bank, N.A.) (collectively,
the "Lenders") entered into that certain Reserved Shares Agreement dated as of
April 29, 2003 (the "Shares Agreement"), pursuant to which the Company has been
permitted to issue to the shareholders of the Company up to 7,420,590 shares
(the "Contingent Shares") of the shares of Series A Common Stock, par value
$1.00 per share (such series, the "Series A Stock"), of the Company currently
reserved for issuance to the Lenders upon the conversion of the shares of the
Company's Series B Common Stock, par value $1.00 per share (the "Series B
Stock"), and Series C Common Stock, par value $1.00 per share (the "Series C
Stock"), issuable to the Lenders upon the exercise by the Lenders of their
Common Stock Purchase Warrants dated as of July 23, 2001 (the "Warrants"). The
Contingent Shares may be issued by the Company pursuant to Section 24 of that
certain Rights Agreement dated as of August 11, 1995 by and between the Company
and SunTrust Bank (successor by merger to Trust Company Bank), as amended by
that certain Rights Agreement Amendment No. 1 dated as of April 29, 2003 (as so
amended, the "Rights Agreement").
Upon the execution of the Shares Agreement, the Company issued to each
of the Lenders certain Subordinated Contingent Promissory Notes dated as of
April 29, 2003 (the "Notes"), which provide that the Company shall pay to the
Lenders the market value of any shares of Series A Stock that the Company does
not have available for issuance to the Lenders out of its authorized capital at
the time that the Lenders shall elect to convert into shares of Series A Stock
the shares of Series B Stock and Series C Stock issuable to the Lenders upon
exercise of the Warrants. In addition, the Company also issued to the Lenders at
the time of execution of the Shares Agreement certain amended and restated
Common Stock Purchase Warrants (the "Amended Warrants") in substitution for the
Warrants, which provide for certain anti-dilution adjustments in connection with
the Rights Agreement.
The Company and the Lenders, among others, also entered into that
certain Global Amendment Agreement dated as April 29, 2003 (the "Amendment
Agreement"). The Amendment Agreement amends certain provisions of the Company's
Credit Agreement dated as of July 23, 2001 and Subordinated Note and Warrant
Purchase Agreement dated as of July 23, 2001 to permit, and provide for, the
issuance by the Company of the Notes in connection with the Shares Agreement.
The descriptions contained herein of the Shares Agreement, the Notes,
the Amended Warrants and the Amendment Agreement are qualified in their entirety
by reference to the terms of such documents. The Shares Agreement and the
Amendment Agreement are each attached hereto as an exhibit and incorporated
herein by this reference. A form of each of the Notes and the Amended Warrants
is attached hereto as an exhibit to the Shares Agreement and is incorporated
herein by this reference.
Item 7. Financial Statements and Exhibits
(c) Exhibit
10.1 Global Amendment Agreement dated as of April 29, 2003
by and among the Company, Churchill Weavers, Inc.,
Hamco, Inc., Crown Crafts Infant Products, Inc.,
Wachovia Bank, National Association, Banc of America
Strategic Solutions, Inc., The Prudential Insurance
Company of America and Bank of America, N.A.
10.2 Reserved Shares Agreement dated as of April 29, 2003
by and among the Company, Bank of America, N.A., The
Prudential Insurance Company of America and Wachovia
Bank, National Association
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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.
CROWN CRAFTS, INC.
Date: May 9, 2003 /s/ E. Randall Chestnut
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E. Randall Chestnut
President and CEO
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Exhibit Index
Exhibit No. Exhibit Description
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10.1 Global Amendment Agreement dated as of April 29, 2003
by and among the Company, Churchill Weavers, Inc.,
Hamco, Inc., Crown Crafts Infant Products, Inc.,
Wachovia Bank, National Association, Banc of America
Strategic Solutions, Inc., The Prudential Insurance
Company of America and Bank of America, N.A.
10.2 Reserved Shares Agreement dated as of April 29, 2003 by
and among the Company, Bank of America, N.A., The
Prudential Insurance Company of America and Wachovia
Bank, National Association