UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 1, 2005
McRae Industries, Inc.
(Exact name of registrant as specified in charter)
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| Delaware
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1-8578
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56-0706710 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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file number)
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Identification Number) |
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| 402 North Main Street, Mt. Gilead, NC
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27306 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (910) 439-6147
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
The information contained in Item 8.01 below is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 8.01 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
The information contained in Item 8.01 below is incorporated herein by reference.
Item 8.01 Other Events.
McRae Industries, Inc. (the “Company”) announced today that it has filed certificates of amendment
to its certificate of incorporation with the Secretary of State of Delaware to effect a 1-for-200
reverse stock split, to be followed immediately by a 200-for-1 forward stock split, of the
outstanding shares of both classes of its common stock (Class A and Class B) (the “transaction”).
The transaction will take effect as of 11:59 p.m. (eastern time) on December 1, 2005. The main
purpose of the transaction is to permit the Company to deregister the common stock under the
Securities Exchange Act of 1934 (the “Exchange Act”) and thereby avoid the expenses associated with
filing reports with the Securities and Exchange Commission.
As a result of the transaction, stockholders holding fewer than 200 shares of the Company’s common
stock (Class A or Class B) immediately before the transaction will have such shares cancelled and
converted into the right to receive from the Company a cash payment of $14.25 for each such share
owned before the reverse stock split. Stockholders who are cashed out as a result of the
transaction will be notified by the Company’s transfer agent, Wachovia Bank, N.A., and receive
instructions regarding the exchange of their stock certificates for cash. Stockholders owning 200
or more shares of a class of common stock (Class A or Class B) immediately before the transaction
will continue to hold the same number of shares of that class after completion of the transaction
and will not receive any cash payment for their shares of that class. The Company expects to pay
approximately $2.7 million to purchase shares cashed out in the transaction.
As a result of the transaction, the Company expects that the number of holders of record of each
class of the Company’s common stock will be reduced to fewer than 300, which will enable the
company to terminate the registration of its common stock under the Exchange Act. In connection
with the transaction, trading of the common stock on the American Stock Exchange will be suspended.
As previously announced, on November 4, 2005 the Company filed an application with the SEC to
voluntarily delist and deregister the common stock. The Company expects to receive an order from
the SEC effecting the delisting during the week beginning December 12, 2005.
The common stock is currently quoted in the Pink Sheets and stockholders will continue to be able
to trade their shares in the over-the-counter markets or private transactions.
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