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): October 19, 2010
OPTICAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Virginia | | 000-27022 | | 54-1237042 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
5290 Concourse Drive Roanoke, VA | | 24019 |
| (Address of principal executive offices) | | (Zip Code) |
(540) 265-0690
(Registrant’s telephone number, including area code)
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)) |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
Signatures
Exhibits
Item 1.01 Entry into a Material Definitive Agreement
On October 19, 2010, Optical Cable Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, (successor in interest to Wachovia Bank, successor in interest to First Union National Bank) (“Rights Agent”) executed Amendment No. 1 (the “Amendment”) to that certain Rights Agreement (the “Rights Agreement”) dated as of November 2, 2001.
The effect of the Amendment is to revise the definition of “beneficial ownership” in the Rights Agreement to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s shares of common stock.
The Amendment is attached as Exhibit 4.1 hereto and incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following is filed as an Exhibit to this Report.
| | |
Exhibit No. | | Description of Exhibit |
| 4.1 | | Amendment No. 1 to the Rights Agreement dated November 2, 2001 (FILED HEREWITH) |
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 hereunto duly authorized.
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| OPTICAL CABLE CORPORATION |
| |
| By: | | /s/ TRACY G. SMITH |
| Name: | | Tracy G. Smith |
| Title: | | Senior Vice President and Chief Financial Officer |
Dated: October 20, 2010
