DUCK HEAD APPAREL CO INC
8-K, 2001-01-03
APPAREL, PIECE GOODS & NOTIONS
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                        SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20449


                                    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) December 30, 2000
                                                ------------------


                         Duck Head Apparel Company, Inc.
               --------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     Georgia
                               ------------------
                          (State of Other Jurisdiction
                                of Incorporation)

         1-15585                                         58-2510086
---------------------------                       ---------------------------
(Commission File Number)                       (IRS Employer Identification No.)


1020 Barrow Industrial Parkway, Winder, Georgia                       30680
-----------------------------------------------                       -----
  (Address of Principal Executive Offices)                         (Zip Code)

                                 (770) 867-3111
                           ---------------------------
                         (Registrant's Telephone Number
                              Including Area Code)

                                 Not Applicable
                        --------------------------------
                         (Former Name or Former Address,
                          if Changed Since Last Report)


                                   Copies to:
                       Eric B. Amstutz and Eric K. Graben
                     Wyche, Burgess, Freeman & Parham, P.A.
                         44 East Camperdown Way (29601)
                                  P.O. Box 728
                            Greenville, SC 29602-0728
                                 (864) 242-8200



<PAGE>


ITEM 5.  OTHER EVENTS.

On December 30, 2000,  Duck Head Apparel  Company,  Inc.  ("Duck  Head")  issued
150,000 shares of Duck Head common stock to Robert D. Rockey,  Jr. (the Chairman
and Chief Executive Officer of Duck Head) pursuant to the exercise by Mr. Rockey
of a  portion  of the  previously-reported  stock  purchase  right  (the  "Stock
Purchase Right") to acquire Duck Head shares from Duck Head at a price per share
equal to the average  daily  closing  stock price for the Duck Head common stock
for the six-month  period  following  June 30, 2000.  Also on December 30, 2000,
Duck Head issued  250,000 shares of Duck Head common stock to William V. Roberti
(the  President  and Chief  Operating  Officer  of Duck  Head)  pursuant  to the
exercise by Mr. Roberti of a portion of the Stock Purchase Right. Mr. Rockey had
previously  transferred  to Mr.  Roberti the right to acquire up to 250,000 Duck
Head shares pursuant to the Stock Purchase  Right.  The exercise price under the
Stock Purchase Right was $1.6424 per share. Because this exercise price exceeded
the closing  stock price for the Duck Head common  stock on December  29,  2000,
there was no charge to earnings for the exercises described above of portions of
the Stock Purchase Right.

Following the exercises  described above, the remainder  (covering  600,000 Duck
Head shares) of the Stock Purchase Right expired by its terms.



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                            DUCK HEAD APPAREL COMPANY, INC.


Date: January 3, 2001                       By: /s/ K. Scott Grassmyer
                                                -------------------------------
                                                K. Scott Grassmyer
                                                Senior Vice President
                                                & Chief Financial Officer




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