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 11, 2022
BASSETT FURNITURE INDUSTRIES, INCORPORATED |
| (Exact name of registrant as specified in its charter) |
Virginia | 000-00209 | 54-0135270 |
(State or other jurisdiction of
incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
3525 Fairystone Park Highway Bassett, Virginia | 24055 |
| (Address of principal executive offices) | (Zip Code) |
| |
Registrant’s telephone number, including area code (276) 629-6000 |
| |
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock ($5.00 par value) | | BSET | | NASDAQ |
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. ☐
On October 11, 2022, Bassett Furniture Industries, Inc. (NASDAQ: BSET) (the “Company”) issued a news release announcing that its board of directors (the “Board”), in consultation with its independent financial and legal advisors, found that two unsolicited, preliminary non-binding proposals previously received from CSC Generation Holdings, Inc. (“CSC”) to acquire the Company significantly undervalued the Company, and, as a result, unanimously rejected both proposals. The more recent of CSC’s proposals was to acquire all outstanding shares of the Company for $21.00 per share in cash. After careful consideration, the Board determined that the proposals were highly opportunistic given recent turmoil in the stock markets and were not in the best interests of the Company and its stakeholders.
A copy of the news release is attached hereto as Exhibit 99.
Item 9.01. | Financial Statements and Exhibits. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| October 12, 2022 | By: | /s/ J. Michael Daniel |
| | J. Michael Daniel |
| | Title: Senior Vice President – Chief Financial & Administrative Officer |
