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): January 27, 2005
Delta Mills, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
333-376-17 13-2677657
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(Commission File Number) (IRS Employer Identification No.)
700 N. Woods Drive, Fountain Inn, South Carolina 29644
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(Address of principal executive offices) (Zip Code)
(864) 255-4122
(Registrant's Telephone Number
Including Area Code)
P.O. Box 6126, 100 Augusta Street, Greenville,
South Carolina 29606 (Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 27, 2005, Delta Mills, Inc. ("Delta Mills") entered into an
Asset Purchase Agreement with Gibbs International, Inc. ("Gibbs") pursuant to
which Delta Mills agreed to sell to Gibbs its Furman plant, its Catawba plant,
its Estes plant (collectively, the "Plants"), a portion of the equipment located
at those Plants, and a portion of the equipment associated with yarn production
located at its Beattie plant (the "Equipment") for an aggregate purchase price
of $7,000,000. The closing of the sale of the Plants and Equipment is subject to
customary closing conditions. The closing of the sale of the Plants is further
subject to completion by Gibbs of due diligence with respect to title, survey,
and environmental matters. The closing of the sale of the Equipment is expected
to occur on or prior to February 11, 2005, and the closing of the sale of the
Plants is expected to occur on or prior to April 12, 2005.
Also on January 27, 2005, the Board of Directors of Delta Woodside
Industries, Inc. ("Delta Woodside"), of which Delta Mills is a wholly-owned
subsidiary, upon the recommendation of the Compensation Committee of the Board
of Directors of Delta Woodside Industries, Inc., adopted a Fiscal Year 2005
Incentive Bonus Plan pursuant to which cash bonuses will, subject to conditions
set forth in the plan, be awarded to employees if Delta Mills exceeds a minimum
EBITDA target during fiscal year 2005. If Delta Mills exceeds the minimum EBITDA
target, a bonus pool is established, the amount of which is calculated based on
varying portions of the amount of EBITDA in excess of the target, from which
bonus pool the cash bonuses will, subject to conditions set forth in the plan,
be paid to employees, in the discretion of the Compensation Committee of the
Board of Directors of Delta Woodside Industries, Inc.. For purposes of the bonus
plan, EBITDA will be calculated in accordance with the definition of that term
set forth in Delta Mills' Revolving Credit and Security Agreement dated as of
March 31, 2000, as amended.
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.
DELTA MILLS, INC.
Date: February 2, 2005 /s/ W. H. Hardman, Jr.
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W.H. Hardman, Jr.
Chief Financial Officer