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): July 26, 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 2.02. Results of Operations and Financial Condition
On July 27, 2006, the Company issued a press release announcing that it had completed the sale
of the equipment associated with its industrial wire business for $6.0 million and will record a
pre-tax gain of $1.3 million from discontinued operations during its fourth quarter ending
September 30, 2006. The Company had previously exited the industrial wire business with the closure
of its Fredericksburg, Virginia facility in June.
In view of the completion of the transaction following the July 20th announcement
of the Company’s third-quarter financial results but prior to the filing of its Form 10-Q for the
quarter ended July 1st, the Company has revised its third-quarter financial statements
to reflect the increase in the estimated fair value of the equipment that was sold. As a result of
this revision, the Company has reversed the previously reported after-tax impairment charge of $1.0
million related to the equipment, reducing the loss from discontinued operations per diluted share
from $0.12 to $0.07 and increasing net earnings per diluted share from $0.38 to $0.43. The
previously reported amount for earnings from continuing operations remains unchanged at $9.1
million, or $0.50 per diluted share. The financial statements accompanying the release have been
revised to reflect these changes. The amounts recorded in connection with the sale of the assets
and closure of the plant are subject to future adjustment based upon the net proceeds realized from
the liquidation of the remaining property, plant and equipment and the actual closure costs
incurred.
A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including the related information
in Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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Exhibit 99.1
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Press release dated July 27, 2006 announcing the completion
of the sale of the equipment associated with the Company’s
industrial wire business. |