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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CULP, INC.
(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-1001967
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
101 S. Main Street,
High Point, North Carolina 27261-2686
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a
check the following box. |_| concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, New York Stock Exchange
par value $.05 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
The class of capital stock of the Registrant being registered hereby is
the common stock, par value $.05 per share, ("Common Stock"). The Registrant's
authorized capital stock consists of 40 million shares of Common Stock and 10
million shares of preferred stock, par value $.05 per share.
COMMON STOCK
DIVIDEND RIGHTS. Subject to the rights of the holders of outstanding
preferred stock, of which no shares are currently outstanding, holders of the
common stock are entitled to receive dividends if and as declared by the
Registrant's board of directors, out of funds legally available therefor.
VOTING RIGHTS. Except as otherwise required by law, holders of the
common stock have the exclusive right to vote for the election of directors and
for all other purposes, and are entitled to one vote per share.
LIQUIDATION RIGHTS. Holders of the common stock are entitled in the
event of liquidation to share ratably in any assets of the Registrant available
for distribution to shareholders after satisfaction of the Registrant's debts
and provision for any liquidation preferences on any outstanding preferred
stock.
MISCELLANEOUS. Under the Registrant's Restated Articles of
Incorporation, as amended ("Restated Charter"), holders of the Registrant's
common stock have no preemptive or subscription rights. There are no conversion
or redemption rights or sinking fund provisions with respect to the common stock
of the Registrant.
CLASSIFIED BOARD OF DIRECTORS. The Registrant's bylaws provide that the
board of directors shall consist of not less than 9 and not more than 15
members, as determined by resolution of the shareholders. The current number of
directors is 11. Pursuant to Article III, Section 2 of the Registrant's bylaws,
the board of directors is classified into three classes, as nearly equal in
number as possible, each of which serve for a period of three years, with one
class being elected each year.
TWO-THIRDS VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS. The
Registrant's Restated Charter provides that the following transactions require
the affirmative vote of the holders of at least two-thirds of the shares of the
Registrant's capital stock entitled to vote, unless the transaction has been
approved by not less than 60% of the directors of the Registrant, in which event
the minimum vote requirement would be determined by the North Carolina Business
Corporation Act: any merger or consolidation of the Registrant; any sale, lease,
exchange or other disposition of all or substantially all of the assets of the
Registrant; or any issuance or transfer by the Registrant of its securities as
part of an exchange or acquisition of securities or assets of another entity.
Additionally, the Restated Charter requires the Registrant's board of directors,
when considering such a transaction and in exercising its judgment as to what is
in the best interest of the Registrant and its shareholders, to give due
consideration to all relevant factors, including without limitation the social
and economic effects of the employees,
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customers, suppliers and other constituents of the Registrant and its
subsidiaries and on the communities in which the Registrant and its subsidiaries
operate or are located. These provisions of the Restated Charter may be amended
or rescinded only by the affirmative vote of not less than two-thirds of the
shares of capital stock of the Registrant entitled to vote, unless 60% of the
board of directors has approved and recommended to the shareholders such
amendment or rescission, in which event the amendment or rescission may be
approved by a majority of such holders.
Both the two-thirds vote requirement and the requirement for board
consideration of all relevant factors would make more difficult and may
discourage a merger, tender offer or proxy contest directed at the Registrant,
even if such transaction or occurrence generally is favorable to the interests
of shareholders. Indeed, the term "due consideration" allows the board
considerable latitude in determining whether to approve a proposed business
combination despite a potential for financial improvement to the Registrant and
its shareholders.
Such requirements and the classified board of directors also may delay
the assumption of control by a holder of a large block of the Registrant's
shares and the removal of incumbent management, even if such removal might be
beneficial to shareholders. Moreover, the requirements may deter or delay a
future takeover attempt which is not approved by incumbent management, even
though a majority of the shareholders may deem such takeover to be in their best
interests or in which the shareholders may receive a substantial premium for
their shares over the current market value of such shares. By discouraging such
takeover attempts, these requirements might have the incidental effect of
inhibiting certain changes in management (some or all of whom may be replaced in
the course of a change of control) and restricting fluctuations in the market
price of the Registrant's shares which may result from actual or rumored
takeover attempts.
In addition, the provisions in the Registrant's charter for a
classified board of directors may inhibit the removal of directors, and
ultimately incumbent management, even if a majority of shareholders desire to do
so. A person who has gained majority voting control of the Registrant would be
unable to gain immediate control of the board of directors unless he can obtain
sufficient additional votes to amend various provisions of the charter.
PREFERRED STOCK
No preferred stock is issued or outstanding and the Registrant has no
present plans to issue shares of preferred stock. The Registrant's Board of
Directors is empowered to issue one or more series of preferred stock with such
rights, preferences and limitations as may be fixed by the Board of Directors
without further action by the Registrant's stockholders.
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Item 2. Exhibits
The Securities described herein are to be registered on the New York
Stock Exchange, an exchange on which no other securities of the Registrant are
registered. Accordingly, pursuant to Part II to the Instructions as to Exhibits
on Form 8-A, the following exhibits are filed with each copy of this
Registration Statement filed with the New York Stock Exchange, but are not filed
with, or incorporated by reference in, copies of this Registration Statement
filed with the Securities and Exchange Commission.
1.1 Annual Report of the Registrant on Form 10-K for the year
ended April 28, 1996.
2.1 Quarterly Report of the Registrant on Form 10-Q for the
quarter ended July 28, 1996.
2.2 Quarterly Report of the Registrant on Form 10-Q for the
quarter ended October 27, 1996.
2.3 Current Report on Form 8-K dated May 30, 1996
2.4 Current Report on Form 8-K dated August 8, 1996
2.3 Current Report on Form 8-K dated November 6, 1996
3.1 Proxy Statement of the Registrant, dated July 19, 1996 for the
Registrant's Annual Meeting of Shareholders held September 17,
1996.
4.1 Restated Articles of Incorporation of Registrant, as amended.
4.2 Bylaws of Registrant, as amended.
5.1 Specimen certificate evidencing Common Stock of Registrant.
6.1 1996 Annual Report of the Registrant submitted to the
shareholders of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CULP, INC.
By: /s/ Franklin N. Saxon
Franklin N. Saxon
Vice President and Chief Financial Officer
Date: December 19, 1996
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