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: February 11, 2004
SPAN-AMERICA MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
South Carolina 0-11392 57-0525804
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
70 Commerce Center
Greenville, South Carolina 29615
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(Address of principal executive offices)
Registrant's telephone number including area code: (864) 288-8877
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On February 11, 2004, the Company's Board of Directors adopted (1) amendments to
the charter of the Audit Committee of the Board of Directors; (2) a charter for
the Compensation Committee of the Board of Directors; (3) a charter for the
Nominating Committee of the Board of Directors; and (4) a directors nominations
policy. The Company's Audit Committee Charter, Compensation Committee Charter,
Nominating Committee Charter, and nominations policy, as adopted by the Board of
Directors on February 11, 2004, are posted on the Company's website at
www.spanamerica.com.
Following its February 12, 2004 annual meeting of shareholders, the Company
certified to Nasdaq that it is in compliance with the new Nasdaq corporate
governance rules regarding the composition of its Audit Committee, it Audit
Committee Charter, its Nominating Committee Charter, executive sessions of its
board of directors and its Code of Conduct.
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS.
(a) On February 11, 2004, the Company's Board of Directors approved
amendments to the Company's Code of Conduct that are intended, among other
things, to conform the Company's Code of Conduct to the requirements of the new
NASDAQ corporate governance rules and the requirements of the Sarbanes-Oxley Act
of 2002. The Company's Code of Conduct applies to all of the Company's
directors, officers, and employees.
In addition to non-substantive amendments, the Company's Board of
Directors adopted the following amendments to the Company's Code of Conduct on
February 11, 2004: (1) an amendment that prohibits the Company from extending
any personal loan to any executive officer or director of the Company, (2) an
amendment that clarifies that the Company prohibits its directors, officers, and
employees from creating false or misleading entries in the Company's records and
from taking any action to fraudulently influence, coerce, manipulate, or mislead
any independent public accountant engaged in the performance of an audit of the
Company's financial statements, (3) an amendment that clarifies that all
documents created in the course of the Company's business should be retained in
accordance with applicable law and the Company's document retention policy, and
(4) an amendment that describes the process for reporting violations or
suspected violations of the Company's Code of Conduct, the process for
confidentially and anonymously submitting concerns regarding questionable
accounting or auditing matters or internal controls, the process by which the
Company will determine whether a violation of the Code of Conduct has occurred,
and the Company's policy prohibiting retaliation against any person who in good
faith provides information regarding suspected violations of the Company's Code
of Conduct.
None of the foregoing amendments to the Company's Code of Conduct
constituted or effected a waiver of application of any provision of the Code of
Conduct to the Company's principal executive officer, principal financial
officer, principal accounting officer, or persons performing similar functions.
The Company's Code of Conduct, as amended by its Board of Directors on
February 11, 2004, is posted on the Company's website at www.spanamerica.com and
is attached to this Form 8-K as Exhibit 14.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
99.1 Code of Conduct of Span-America Medical Systems, Inc.
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.
SPAN-AMERICA MEDICAL SYSTEMS, INC.
By: /s/ James D. Ferguson
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Name: James D. Ferguson
Title: President and Chief Executive
Officer
Date: February 19, 2004
INDEX TO EXHIBITS
Exhibit No. Exhibit
99.1 Code of Conduct for Span-America Medical Systems, Inc.