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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): Commission File Number:
OCTOBER 16, 1997 01-12888
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SPORT-HALEY, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1111669
(State of incorporation) (I.R.S. Employer
Identification Number)
4600 E. 48TH AVENUE
DENVER, COLORADO 80216
303/320-8800
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(Address of principal executive
offices and telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On December 14, 1994, the Board of Directors of Sport-Haley, Inc. (the
"Registrant") authorized the repurchase by the Registrant of up to 150,000
shares of its issued and outstanding Common Stock. As of October 16, 1996, the
Board of Directors authorized an increase in the total number of shares of
Common Stock that the Registrant may repurchase from 150,000 shares to 300,000
shares. As of October 16, 1997, the Board of Directors authorized a second
increase in the total number of shares of Common Stock that the Registrant may
repurchase from 300,000 shares to 450,000 shares (the "Shares"). Repurchases
may be made from time to time in open market transactions at then prevailing
prices. The Registrant has no commitment or obligation to purchase all or any
portion of the Shares.
The Registrant's Common Stock currently trades on the Pacific Stock
Exchange and the Nasdaq National Market(R). As of October 24, 1997, there were
approximately 4,712,962 shares of the Registrant's Common Stock issued and
outstanding. The 450,000 Shares which may be repurchased by the Registrant
represent approximately 9.5% of the total shares of Common Stock issued and
outstanding on such date. As of October 24, 1997, the closing bid price of the
Common Stock on the Nasdaq National Market(R) was $12.87 per share.
The Board of Directors has authorized the increase in the total number
of Shares available for repurchase based on its belief that the Registrant's
Common Stock is currently underpriced given the Registrant's earnings and
prospect for its future operations. The Registrant's working capital will be
the source of funds used to purchase the Shares. All Shares purchased by the
Registrant will be cancelled and returned to the status of authorized but
unissued Common Stock.
Purchase of the Shares in the manner described above will not cause the
Common Stock to be held of record by fewer than 300 persons, nor will purchase
of the Shares cause the Common Stock to be ineligible for listing on the Nasdaq
National Market(R). Accordingly, the Registrant will not file a Schedule 13E-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") in
connection with its purchase of all or any portion of the Shares.
Additionally, because purchase of the Shares is not being made in a transaction
constituting a tender offer, the Registrant will not file a Schedule 13E-4 in
connection with its purchase of all or any portion of the Shares.
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
ITEM 8. CHANGE OF FISCAL YEAR
Not applicable.
SIGNATURES
Pursuant to the requirements of 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.
SPORT-HALEY, INC.
Date: October 28, 1997 By: /s/ ROBERT G. TOMLINSON
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Robert G. Tomlinson, Chairman of the Board
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