1 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): NOVEMBER 7, 1997 MARK VII, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-14810 43-1074964 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 965 RIDGE LAKE BOULEVARD, MEMPHIS, TENNESSEE 38120 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (901)767-4455 --------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On November 7, 1997, the stockholders of Mark VII, Inc. (the "Company") approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of all classes of stock which the Company shall have the authority to issue from 10,000,000 shares of Common Stock, par value $.10 per share, to 20,000,000 shares of Common Stock, par value $.05 per share. The Company's Board of Directors has declared a two-for-one stock split, with the additional shares to be distributed on November 21, 1997 to stockholders of record of the Company's Common Stock at the close of business on November 14, 1997. The Company issued on November 7, 1997 the press release attached hereto as Exhibit(99)(i), which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS. Exhibit Description ------- ----------- (3)(i) Certificate of Amendment to the Certificate of Incorporation of Mark VII, Inc. (99)(i) Press release dated November 7, 1997 - 2 - 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. MARK VII, INC. By: /s/ James T. Graves ---------------------------------- James T. Graves Vice Chairman, General Counsel and Secretary Date: November 7, 1997 - 3 - 4 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- (3)(i) Certificate of Amendment to the Certificate of 1 Incorporation Of Mark VII, Inc. (99)(i) Press release dated November 7, 1997 2 - 4 -