SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): September 25, 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
As previously reported in the Company's Current Report on Form 8-K dated
August 18, 2003, filed with the Securities and Exchange Commission on August 22,
2003, a complaint, styled H. David Schneider v. Cal-Maine Foods Inc., et al.
C.A. No. 20493-NC (the "Schneider Action"), was filed against the Company and
its directors in the Court of Chancery of the State of Delaware in and for New
Castle County. 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.
As previously reported in the Company's Current Report on Form 8-K dated
August 25, 2003, filed with the Securities and Exchange Commission on August 29,
2003, a purported class action complaint was filed in the Court of Chancery of
the State of Delaware in and for New Castle County against the Company and its
directors styled Pyles v. Cal-Maine Foods, Inc., et al., C.A. No. 20507 (the
"Pyles Action"). The proposed class in the Pyles Action consists of all holders
of the Company's common stock other than the directors of the Company, their
affiliates and the Company's Employee Stock Ownership Program ("ESOP"). The
complaint in the Pyles Action generally alleges, among other things, that the
directors breached their fiduciary duties in approving the reverse stock split,
that the structure and timing of the reverse split is unfair to the holders of
the Company's common stock other than the directors of the Company and the
participants in the Company's ESOP and the price being paid for fractional
shares in the reverse split is unfair. The complaint seeks preliminary and
permanent injunctions to prevent consummation of the reverse stock split,
rescission or rescissory damages in the event the reverse stock split is
consummated and damages as a result of the alleged breaches of fiduciary duty.
On August 26, 2003, the plaintiff in the Pyles Action filed a motion for
expedited proceedings, motion for preliminary injunction and served discovery
requests on the Company and its directors.
On September 2, 2003, with the consent of the parties to each action the
Court of Chancery entered an order consolidating the Schneider Action with the
Pyles Action into one proceeding styled, In re Cal-Maine Foods, Inc.
Stockholders Litigation, C.A. No. 20507 (the "Consolidated Action"). That same
day, the Court of Chancery agreed to hear plaintiffs' motion for preliminary
injunction on October 1, 2003. On or about September 16, 2003, the parties to
the Consolidated Action advised the Court that the Court did not need to hear
plaintiffs' motion for preliminary injunction on October 1 as the date of the
meeting to vote on the going private transaction had been delayed. The parties
are attempting to reschedule the hearing on plaintiffs' motion for preliminary
injunction in advance of the new date for the stockholders' meeting to vote on
the going private transaction.
On September 25, 2003, a purported class action complaint was filed in the
Court of Chancery of the State of Delaware in and for New Castle County against
the Company and its directors styled Twin Valley Farms Exchange, Inc., Leon
Eshelman, Valeria Eshelman, Gary Eshelman, Pamela Fredricks, and Terry Bixler v.
Cal-Maine Foods, Inc., et al., C.A. No. 20576-NC (the "Twin Valley Farms
Action"). The proposed class in the Twin Valley Farms Action consists of all
holders of the Company's common stock other than the directors of the Company,
their affiliates and the Company's ESOP. All of the directors of the Company are
named as defendants in the Twin Valley Farms Action. The complaint in the Twin
Valley Farms Action generally alleges, among other things, that the proposed
reverse split is the product of unfair dealing by the directors of the Company
and that the price to be paid in lieu of fractional shares does not reflect the
intrinsic value of the Company nor does it constitute "fair value" pursuant to
the General Corporation Law of the State of Delaware.
On September 25, 2003, the plaintiffs in the Twin Valley Farms Action also
filed a motion to consolidate the Twin Valley Farms Action with the Consolidated
Action. By order dated September 29, 2003, the Twin Valley Farms Action was
consolidated with and into the Consolidated Action. The Company and its
directors intend to vigorously defend the Consolidated Action and are of the
opinion that the suits described herein are without merit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Complaint against the Company and its directors filed
on September 25, 2003 in the Court of Chancery of the
State of Delaware in and for New Castle County
regarding the Twin Valley Farms Action.
99.2 Press Release issued by the Company on September 29,
2003.
Item 12. Results of Operations and Financial Condition
On September 29, 2003, the Company issued a press release announcing its
financial results for the quarter ended August 30, 2003. A copy of the Company's
press release is attached as Exhibit 99.2 to this Current Report.
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: October 1, 2003 By: /s/ Bobby J. Raines
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Bobby J. Raines
Vice President, Chief Financial
Officer, Treasurer and Secretary