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
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Date of Report (Date of earliest event reported):
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November 4, 2005 |
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Crown Crafts, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-07604
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58-0678148 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification
Number) |
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916 S. Burnside Ave., Gonzales, Louisiana
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70737 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone number, including area code:
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(225) 647-9100 |
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(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:
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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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2005, Crown Crafts, Inc. (the Company) entered into an agreement (the
Agreement) with Wynnefield Capital, Inc. (Wynnefield) and Mr. Frederick G. Wasserman pursuant
to which Mr. Wasserman was given the right, on behalf of Wynnefield, to attend and participate in
meetings of the Companys board of directors in a non-voting observer capacity and to receive all
information, whether written or oral, discussed with or provided to the Companys directors in
connection with such meetings. The Agreement provides that the rights granted to Mr. Wasserman may
be terminated by the Company on or after the first to occur of the following dates: (i) the date
of the next meeting of the Companys stockholders at which directors are to be elected; (ii) the
date on which either Wynnefield or Mr. Wasserman, directly or indirectly, (A) publicly offers to
acquire more than 20% of the Companys outstanding common stock, (B) solicits proxies for the
purpose of electing one or more directors of the Company or effecting any change in the composition
of the board of directors of the Company, or (C) otherwise communicates with the Companys
stockholders for the purpose of influencing them to vote in opposition to the Companys management
or take a position adverse to management that has been previously approved by a majority of the
Companys directors; (iii) the date on which either Wynnefield or Mr. Wasserman breaches the
Agreement, in the opinion of a majority of the Companys directors, where such breach is not cured
within ten days after notice of such breach from the Companys board of directors; and (iv) the
date on which, in the opinion of a majority of the Companys directors, either Wynnefield or Mr.
Wasserman becomes engaged or involved, directly or indirectly, in any business or activity that
competes with the business of the Company.
The Agreement provides that Mr. Wasserman will not be paid any fees or other type of
compensation by the Company. Mr. Wasserman will be reimbursed for reasonable out-of-pocket
business expenses incurred by him in accordance with the Companys reimbursement policies
applicable to the Companys directors generally.
Under the Agreement, the Companys board of directors may choose not to provide information to
Mr. Wasserman and to exclude Mr. Wasserman from any meeting or portion thereof if a majority of the
Companys directors conclude in good faith, and upon the advice of the Companys counsel, that (i)
disclosure of such information to Mr. Wasserman, or attendance at such meeting by Mr. Wasserman,
would result in the waiver of the attorney-client privilege between the Company and its counsel or
(ii) the interests of Wynnefield and Mr. Wasserman in respect of the subject matter of such
information or meeting are different than, in addition to or in conflict with the interests of the
Companys stockholders generally.
Based upon publicly filed documents, Wynnefield owns beneficially approximately 15.0% of the
Companys outstanding common stock as of the date of the Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Agreement between the Company and Wynnefield Capital, Inc. and
Frederick G. Wasserman dated November 4, 2005. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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CROWN CRAFTS, INC.
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By: |
/s/ Amy Vidrine Samson
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Amy Vidrine Samson, |
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Vice President and Chief Financial Officer |
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Dated: November 10, 2005