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): August 19, 1998 ITHACA INDUSTRIES, INC. ----------------------- (Exact name of registrant as specified in charter) Delaware 000-22385 56-1385842 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Highway 268 West, P.O. Box 620, Wilkesboro, North Carolina 28697 - ---------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (336) 667-5231 2 ITEM 5. OTHER EVENTS On August 19, 1998, the Board of Directors of Ithaca Industries, Inc. (the "Company") adopted Amendment No. 1, dated August 19, 1998, to the Rights Agreement dated July 10, 1998 effective July 13, 1998, between the Company and American Stock Transfer & Trust Company. The purpose of the Amendment was to change the governing law under the Rights Agreement from New York to Delaware. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS Exhibit Number Description -------------- ----------- 4 Amendment No. 1, dated August 19, 1998, to Rights Agreement between Ithaca Industries, Inc. and American Stock Transfer & Trust Company, dated July 10, 1998, effective as of July 13, 1998. 3 SIGNATURE 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. ITHACA INDUSTRIES, INC. Date: August 31, 1998 By: /s/ Richard P. Thrush ----------------------- Richard P. Thrush Senior Vice President - Finance and Administration, Chief Accounting and Principal Financial Officer 4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 4 Amendment No. 1, dated August 19, 1998, to Rights Agreement between Ithaca Industries, Inc. and American Stock Transfer & Trust Company, dated July 10, 1998, effective as of July 13, 1998.