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 (Date of earliest event reported): January 12, 2006
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
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| North Carolina
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56-0674867 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 1373 Boggs Drive, Mount Airy, North Carolina
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27030 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (336) 786-2141
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On January 12, 2006, Insteel Industries, Inc. and certain of its affiliates entered into that
certain Amended and Restated Credit Agreement, dated January 12, 2006 (the “Amended and Restated
Agreement”), by and among Insteel Wire Products Company, as Borrower, Insteel Industries, Inc., as
a Credit Party, Intercontinental Metals Corporation, as a Credit Party, and General Electric
Capital Corporation, as Agent and Lender. The Amended and Restated Credit Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and by this reference made a part hereof.
The Amended and Restated Credit Agreement increases the commitment amount of the revolving
credit facility from $75 million to $100 million and extends the maturity date by two years to June 2010. Among other changes,
the Amended and Restated Credit Agreement reduces the initial applicable LIBOR-based borrowing rate
on the revolver by 100 basis points, eliminates the annual capital expenditure limitation, and
eliminates the restrictions on dividends and share repurchases subject to the maintenance of
certain excess borrowing availability thresholds. In December 2005, the Company repaid the
remaining balance on the term loan leaving only the revolving credit facility outstanding. As of
January 12, 2006, there were no borrowings outstanding on the revolving credit facility.
Item 8.01. Other Events
On January 13, 2006, the Company issued a press release announcing that its board of directors
has authorized the Company to repurchase up to $15 million of its outstanding common stock over a
period of up to twelve months ending January 12, 2007. A copy of this release is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
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Exhibit 10.1
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Amended and Restated Credit Agreement dated January 12, 2006
among Insteel Wire Products Company, as Borrower; Insteel
Industries, Inc., as a Credit Party; Intercontinental Metals
Corporation, as a Credit Party; and General Electric Capital
Corporation, as Agent and Lender. |
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Exhibit 99.1
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Press release dated January 13, 2006 announcing stock
repurchase program and amendment to credit facility. |