------------------------------------------------------------------------
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
February 15, 2006
Date of Report (Date of earliest event reported)
QUAKER FABRIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7023 04-1933106
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
941 Grinnell Street, Fall River, Massachusetts 02721
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 678-1951
(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:
|_| 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 (17CFR
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 8.01 Other Events
The following information is filed under Item 8.01 of Form 8-K:
On February 15, 2006, Quaker Fabric Corporation of Fall River ("Quaker"), a
wholly owned subsidiary of Quaker Fabric Corporation (the "Registrant"), entered
into a seven-year, Sourcing and Distribution Agreement with Daewoo
International, a fabric manufacturer located in Busan, Korea (the "Daewoo
Agreement"). The Daewoo Agreement provides Quaker with the right to purchase and
sell into the world market upholstery fabrics produced in Daewoo's manufacturing
facilities in Korea, including products to be developed jointly by Quaker and
Daewoo.
On February 15, 2006, Quaker Fabric Corporation issued a press release
announcing execution of the Zhongwang Agreement. A copy of the press release is
attached to this Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
Cautionary Statement Regarding Forward-Looking Information
Statements contained in this report, as well as oral statements made by the
Company that are prefaced with the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," "designed" and similar expressions,
are intended to identify forward-looking statements regarding events, conditions
and financial trends that may affect the Company's future plans of operations,
business strategy, results of operations and financial position. These
statements are based on the Company's current expectations and estimates as to
prospective events and circumstances about which the Company can give no firm
assurance. Further, any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statement is made. As it is not possible to predict every new
factor that may emerge, forward-looking statements should not be relied upon as
a prediction of the Company's actual future financial condition or results.
These forward-looking statements like any forward-looking statements, involve
risks and uncertainties that could cause actual results to differ materially
from those projected or anticipated. Such risks and uncertainties include
product demand and market acceptance of the Company's products, regulatory
uncertainties, the effect of economic conditions, the impact of competitive
products and pricing, including, but not limited to, imported furniture and
furniture coverings sold into the U.S. domestic market, foreign currency
exchange rates, changes in customers' ordering patterns, and the effect of
uncertainties in markets outside the U.S. (including Mexico and South America)
in which the Company operates.
2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Registrant's press release dated February 15, 2006
3
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 thereunto duly authorized.
QUAKER FABRIC CORPORATION
(Registrant)
Date: February 15, 2006 /s/ Paul J. Kelly
----------------------------------------
Paul J. Kelly
Vice President - Finance and Treasurer
4
EXHIBIT INDEX
99.1 Registrant's press release dated February 15, 2006
5