UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) February 1, 2007
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Culp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-12781 56-1001967
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1823 Eastchester Drive
High Point, North Carolina 27265
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(Address of Principal Executive Offices)(Zip Code)
(336) 889-5161
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Forward-Looking Statements
This report is filed by Culp, Inc. (the "Company"). This report contains
statements that may be deemed "forward-looking statements" within the meaning of
the federal securities laws, including the Private Securities Litigation Reform
Act of 1995 (Section 27A of the Securities Act of 1933 and Section 27A of the
Securities and Exchange Act of 1934). Such statements are inherently subject to
risks and uncertainties. Further, forward-looking statements are intended to
speak only as of the date on which they are made. Forward-looking statements are
statements that include projections, expectations or beliefs about future events
or results or otherwise are not statements of historical fact. Such statements
are often but not always characterized by qualifying words such as "anticipate,"
"expect," "believe," "estimate," "plan" and "project" and their derivatives, and
include but are not limited to statements about the Company's future operations,
production levels, sales, SG&A or other expenses, margins, gross profit,
operating income, earnings or other performance measures. Factors that could
influence the matters discussed in such statements include the level of housing
starts and sales of existing homes, consumer confidence, trends in disposable
income, and general economic conditions. Decreases in these economic indicators
could have a negative effect on the Company's business and prospects. Likewise,
increases in interest rates, particularly home mortgage rates, and increases in
consumer debt or the general rate of inflation, could affect the Company
adversely. Changes in consumer tastes or preferences toward products not
produced or marketed by the Company could erode demand for the Company's
products. In addition, strengthening of the U.S. dollar against other currencies
could make the Company's products less competitive on the basis of price in
markets outside the United States. Also, economic and political instability in
international areas could affect the Company's operations or sources of goods in
those areas, as well as demand for the Company's products in international
markets. Finally, unanticipated delays or costs in executing restructuring
actions could cause the cumulative effect of restructuring actions to fail to
meet the objectives set forth by management. Other factors that could affect the
matters discussed in forward-looking statements are included in the Company's
periodic reports filed with the Securities and Exchange Commission, including
the "Risk Factors" section in the Company's most recent annual report on form
10-K.
Item 3.02. Unregistered Sales of Equity Securities.
The Company previously reported the sale of shares of its common stock (the
"Shares") to International Textile Group, Inc. ("ITG") pursuant to an Asset
Purchase Agreement (the "Asset Agreement") dated January 11, 2007. The Asset
Agreement was previously disclosed and filed as Exhibit 10.1 to the Company's
report on Form 8-K dated January 11, 2007. The transactions described in the
Asset Agreement, including the sale of the Shares to ITG, closed on January 22,
2007, which was reported in a report on Form 8-K dated January 26, 2007. The
number of shares sold was subject to adjustment under the terms of the Asset
Agreement. This report is filed to disclose that the actual number of shares of
the Company's common stock sold pursuant to the Asset Agreement was 798,582.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On February 1, 2007, the Company's board of directors took action to
appoint Franklin N. Saxon as chief executive officer of the Company, effective
May 1, 2007. Robert G. Culp, III, who currently serves as the Company's chairman
of the board and chief executive officer, will continue to serve as chairman of
the Company. . Mr. Saxon and Mr. Culp both serve as directors of the Company.
Mr. Culp, age 60, has served as chief executive officer of the Company since
1988 and chairman of the board since 1990. Mr. Saxon, age 54, is currently
president and chief operating officer of the Company, having served in that
position since 2004. He also serves as the Company's principal financial
officer. He was executive vice president and chief financial officer from 2001
to 2004. A press release issued by the Company on February 5, 2007 to disclose
these changes is included in this filing as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Press Release dated February 5, 2007
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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.
Date: February 7, 2007
Culp, Inc.
By: /s/ Kenneth R. Bowling
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Kenneth R. Bowling
Vice President - Finance, Treasurer
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EXHIBIT INDEX
Exhibit Number Exhibit
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99.1 Press Release dated February 5, 2007