SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20449
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) January 21, 2002
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RSI Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
North Carolina
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(State of Other Jurisdiction
of Incorporation)
0-18091 56-1200363
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(Commission File Number) (IRS Employer Identification No.)
28 East Court Street, Post Office Box 6847, Greenville, South Carolina 29606
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(Address of Principal Executive Offices) (Zip Code)
(864) 271-7171
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(Registrant's Telephone Number
Including Area Code)
Not Applicable
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(Former Name or Former Address,
if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On January 21, 2002, Mrs. Minor H. Mickel, the mother of the Company's
President and Chief Executive Officer Buck A. Mickel, elected to convert the
full amount of an 8.0% Convertible Note due 2005 in the principal amount of
$500,000, into the Company's common stock at a conversion price of $0.075 per
share. As a result, the Company issued her 6,666,666 shares of its common stock.
The Note was issued to Ms. Mickel on December 20, 2000 and is set forth as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended February 29, 2000 filed with the Securities and Exchange
Commission. Following this conversion, Mrs. Mickel owned 15,238,058 shares
(approximately 64.9%) of the Company's issued and outstanding common stock.
On January 28, 2002, Ms. Mickel transferred 8,090,666 shares of the
Company's common stock to her son Buck A. Mickel, 3,333,333 shares to her son
Charles C. Mickel (a director of the Company), and 3,333,333 shares to her
daughter Minor M. Shaw, in each case for consideration of $0.005 per share.
Following these transfers, the beneficial share ownership of the Company's
common stock of these members of the Mickel family is as follows (based on a
total of 23,464,820 shares outstanding as of the date hereof):
Minor H. Mickel 480,726 2.0%
Buck A. Mickel 9,975,427 (1) 42.5%
Charles C. Mickel 4,401,556 18.8%
Minor M. Shaw 4,161,020 (2) 17.7%
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Total 19,018,729 81.0%
(1) Includes 100,000 shares underlying currently exercisable options. Mr.
Mickel's options include 20,000 shares that expire June 4, 2002.
(2) Includes 19,934 held by Ms. Shaw and/or her husband as custodian(s) for
their minor children. Ms. Shaw disclaims beneficial ownership of these
shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RSI HOLDINGS, INC.
Date: March 1, 2002 By: /s/ Buck A. Mickel
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Buck A. Mickel
President & Chief Executive Officer