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): December 31, 2001
RAWLINGS SPORTING GOODS COMPANY, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-24450 43-1674348
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
1859 Intertech Drive, Fenton, Missouri 63026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (636) 349-3500
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Board of Directors of Rawlings Sporting Goods Company, Inc. (the
"Company"), has directed that the rights issued pursuant to the Rights
Agreement, dated July 1, 1994, by and between the Company and ChaseMellon
Shareholder Services, as amended (the "Rights Agreement"), shall be redeemed and
the Rights Agreement terminated. The redemption and termination will become
effective December 31, 2001. All holders of record as of December 31, 2001, of
the rights will be entitled to a redemption price of $.01 per right held by such
person. The Company will pay the redemption price in common shares of the
Company at the value of $$2.8337, calculated in accordance with the provisions
of the Rights Agreement.
At the Annual Meeting of Stockholders, held on April 13, 2000, a
stockholder of the Company introduced a resolution requesting the Board of
Directors revoke the Rights Agreement. The stockholder proposal was ratified by
a majority of the shares voting at the meeting. Although the Board of Directors
was not bound by the stockholders' vote on this matter, the Board took the
stockholders' decision into consideration when reevaluating the Rights
Agreement. The Board determined to provide the stockholders with the opportunity
to have a binding vote on the retention or termination of the Rights Agreement,
and submitted a proposal to the stockholders for consideration at the Annual
Meeting of Stockholders held on May 15, 2001. The Board's proposal provided that
if a majority of the shares voting at the meeting did not vote for retention of
the Rights Agreement, the rights would be redeemed and the Rights Agreement
would be terminated effective as of December 31, 2001. A majority of the shares
voting at the meeting did not vote for the retention of the Rights Agreement,
thereby resulting in the Board's action to redeem the rights effective December
31, 2001.
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.
RAWLINGS SPORTING GOODS COMPANY, INC.
Date: January 2, 2002 By: /s/ Stephen M. O'Hara
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Stephen M. O'Hara, Chief Executive Officer
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