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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:
SEPTEMBER 24, 1998 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
(Address of principal executive
offices and telephone number)
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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 and 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. As of
September 24, 1998, the Board of Directors authorized a third increase in the
total number of shares of Common Stock that the Registrant may repurchase
from 450,000 shares to 850,000 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. From December 14, 1994 to the date of this report on
Form 8-K, the Registrant has repurchased a total of 512,000 shares.
The Registrant's Common Stock currently trades on the Nasdaq National
Market-R-. As of the date of this report on Form 8-K, there are
approximately 4,408,000 shares of the Registrant's Common Stock issued and
outstanding. The 338,000 Shares which may be repurchased by the Registrant
pursuant to its remaining authorization represent approximately 8% of the
total shares of Common Stock issued and outstanding on such date. The closing
price of the Common Stock on the Nasdaq National Market-R- was $10.625 and
$9.1875 per share as of September 24, 1998 and as of January 7, 1999,
respectively.
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
prospects 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 canceled 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.
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: January 7, 1999 By: /s/ Steve S. Auger
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Steve S. Auger, Treasurer and
Controller
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