Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
CURRENT
REPORT
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): November 12, 2009
Cal-Maine
Foods, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-04892
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64-0500378
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3320
Woodrow Wilson Avenue
Jackson,
MS 39207
(Address
of principal executive offices (zip code))
601-948-6813
(Registrant’s
telephone number, including area code)
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):
o |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
o |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -
12) |
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13d-4(c)) |
Item 1.01. Entry into a Material Definitive
Agreement
Cal-Maine Foods, Inc. (the “Company”)
and Metropolitan Life Insurance Company (“Lender”) have entered into a Loan
Agreement dated November 12, 2009 (the “Agreement”), pursuant to which the
Company has issued a Secured Promissory Note due November 1, 2019 for borrowings
in the principal amount of up to $30,000,000 (the “Note”). The
proceeds of the Note are to be used by the Company for general working capital
purposes. Payment of the Note will be secured by mortgages, security agreements,
assignments of lease and rents (collectively, the “Security Instruments”) with
respect to certain of the Company’s egg production, feed
mill, grain storage and related facilities located in
Florida. Interest on the borrowings drawn under the Note will be at
the annual rate of 6.20%.
The Agreement, a copy of which is filed
as Exhibit 10.3(e) to this Current Report, sets forth customary representations
and warranties such as those concerning the complete and fair presentation of
the Company’s financial condition in Company financial statements provided to
the Lender, the absence of material changes, organization and good standing of
the Company, good title to properties, licenses, litigation and other such
matters.
Under the terms of the Agreement, the
Company is obligated to make fixed monthly payments on the unpaid amount of
principal, and accrued interest, under the Note. Optional prepayment
provisions commence on December 1, 2010.
Upon the Lender’s request, the Company
must prepay the outstanding balance of the Note, at a prepayment price, in the
event of a change in control of the Company. As provided in the
Agreement, a change would occur if any person owns 50% or more of the
outstanding voting power of the Company, other than Fred Adams, Jr., the current
Chairman of the Board of Directors and Chief Executive Officer, including
members of his immediate family.
The Agreement also contains customary
affirmative covenants relating to punctual payment of the Note, payment of
taxes, corporate existence maintenance of properties and insurance, and other
such covenants.
So long as the Note is outstanding as
to any amount of borrowing, the Company also will be subject to various
covenants relating to additional “funded debt,” minimum net worth and current
ratio requirements and particular investments, as well as restrictions on
capital expenditures.
Reference is made to Exhibit 10.3(e),
under “Item 9.01. Financial Statements and Exhibits,” for a complete
copy of the Agreement, as executed, including exhibits thereto.
Item
2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
The information in “Item 1.01. Entry
Into a Material Definitive Agreement” of this Current Report of Form 8-K, is
incorporated herein by reference.
Item
9.01 Financial Statements
and Exhibits
(d) Exhibits
10.3(e) Loan
Agreement, dated as of November 12, 2009, between Cal-Maine Foods, Inc. and
Metropolitan Life Insurance Company.
SIGNATURES
Pursuant
to the requirements for 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.
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CAL-MAINE
FOODS, INC.
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Date:
November 17, 2009
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By:
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/s/ Fred
R. Adams, Jr.
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Fred
R. Adams, Jr.
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Chairman
of the Board and Chief Executive
Officer
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