UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2003
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CAL-MAINE FOODS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-04892 64-0500378
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3320 Woodrow Wilson Avenue, Jackson, MS 39207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 948-6813
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Item 5. Other Events and Required FD Disclosure.
On August 18, 2003, a complaint was filed against the Company and its
directors in the Court of Chancery of the State of Delaware in and for New
Castle County. Neither the Company nor any of its directors have been served
with the complaint as of the date of this Current Report on Form 8-K. A copy of
the complaint is filed as an exhibit herewith.
The suit seeks class action status and alleges the Company and its
directors are attempting to freeze out the Company's public shareholders in
connection with the proposed going private transaction announced by the Company
on July 14, 2003, conflicts of interests, self-dealing and lack of good faith
dealing. The suit asks for a preliminary and permanent injunction to enjoin the
defendants from proceeding with the proposed going private transaction, damages
in the event the transaction is consummated, and an accounting to class members
for their damages.
The Company and its directors intend to vigorously defend the suit and are
of the opinion the suit is without merit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit No. Document
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99 Complaint against the Company and its directors filed on August
18, 2003 in the Court of Chancery of the State of Delaware in and
for New Castle County.
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.
CAL-MAINE FOODS, INC.
(Registrant)
Date: August 22, 2003 By: /s/ Bobby J. Raines
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Bobby J. Raines
Vice President, Chief Financial
Officer, Treasurer and Secretary
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