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: August 31, 2000 RSI HOLDINGS, INC. ------------------------------- (Exact name of registrant as specified in its charter) North Carolina 0-18091 56-1200363 - ------------------- ------- ---------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) 28 East Court Street, Post Office Box 6847, Greenville, South Carolina 29606 - ---------------------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (864) 271-7171 ITEM 5. OTHER EVENTS - --------------------- On February 16, 2000, the Company issued a 8% convertible note in the aggregate principal amount of $400,000 to Mrs. Minor H. Mickel, who is the mother of the Company's President and Chief Executive Officer. The note provided for the conversion of part or all of the note, plus its accrued interest, into the Company's common stock at a conversion price of $.075 per share. On August 31, 2000, Mrs. Mickel elected to convert the full amount of her note, together with accrued interest, into the Company's common stock. As a result, the Company issued her 5,557,333 shares of its common stock. Following this conversion, Mrs. Mickel owns 6,032,493 shares (approximately 45%) of the Company's issued and outstanding common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------------------------------------------ (a) Financial Statements of the Businesses Acquired. Not Applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. Not Applicable 2 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. RSI HOLDINGS, INC. September 20, 2000 By: /s/ Buck A. Mickel ----------------------------- Buck A. Mickel President and Chief Executive Officer 3