-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pf6btT1t8dT8eL1PWiRbS+NRlM3XiOsbwETa1o+B9j5ctslsoWrRY2Nb5T0rk2Af 6MEyxd9iB1RsYye7+ptd2Q== 0001019892-04-000362.txt : 20041118 0001019892-04-000362.hdr.sgml : 20041118 20041118152207 ACCESSION NUMBER: 0001019892-04-000362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA APPAREL INC CENTRAL INDEX KEY: 0001101396 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 582508794 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15583 FILM NUMBER: 041154843 BUSINESS ADDRESS: STREET 1: 2750 PREMIERE PARKWAY SUITE 100 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 7708066800 MAIL ADDRESS: STREET 1: 2750 PREMIERE PARKWAY SUITE 100 CITY: DULUTH STATE: GA ZIP: 30096 8-K 1 form8k-11182004.txt REPORT DATED NOVEMBER 18, 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 18, 2004 Delta Apparel, Inc. ------------------- (Exact name of registrant as specified in its charter) Georgia ------- (State or Other Jurisdiction of Incorporation) 1-15583 58-2508794 ------------------- ----------------------- (Commission File Number) (IRS Employer Identification No.) 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097 - ------------------------------------------------- --------------- (Address of principal executive offices) (Zip Code) (678) 775-6900 -------------- (Registrant's Telephone Number Including Area Code) Not Applicable (Former name or former address, if changed since 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On November 18, 2004, Delta Apparel, Inc. ("Delta") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Parkdale America, LLC ("Parkdale") pursuant to which Delta agreed to sell to Parkdale, and Parkdale agreed to purchase from Delta, substantially all of the assets used by Delta in the operation of its yarn spinning facility located in Edgefield, South Carolina (the "Facility") for a purchase price equal to $10,000,000 plus an amount equal to the cost of Delta's raw materials and work in process located at the Facility on the closing date. The Asset Purchase Agreement provides that at the closing of the sale to Parkdale of substantially all of the assets used in the operation of the Facility, Delta and Parkdale will enter into a Supply Agreement pursuant to which Delta will purchase from Parkdale, and Parkdale will sell to Delta, all of Delta's yarn requirements in the United States and Central America for a period of five years. ITEM 7.01 REGULATION FD DISCLOSURE On November 18, 2004, Delta Apparel, Inc. issued a press release announcing the agreement with Parkdale to sell substantially all of its assets used in the operation of the Facility. The release is set forth as Exhibit 99.1 to this Current Report and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibits are included with this Report: 99.1 Press Release issued by Delta Apparel, Inc. on November 18, 2004 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. DELTA APPAREL, INC. Date: November 18, 2004 /s/ Herbert M. Mueller -------------------------------------- Herbert M. Mueller Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release issued by Delta Apparel, Inc. on November 18, 2004 EX-99 2 pressrelease.txt PRESS RELEASE DELTA APPAREL ANNOUNCES SALE OF YARN PLANT DULUTH, Ga.--(BUSINESS WIRE)--November 18, 2004-- Delta Apparel, Inc. (AMEX-DLA) announces that it has signed an agreement with Parkdale America, LLC to sell its yarn manufacturing plant in Edgefield, South Carolina. In conjunction with the transaction, we will enter into a five-year agreement with Parkdale to supply our yarn requirements. We expect to close the sale of the facility by the end of December. Parkdale plans to include the Edgefield plant in its plans to modernize their production equipment dedicated to open end yarns. Robert W. Humphreys, President and CEO, commented, "We are confident that the sale of the Edgefield Plant to Parkdale will be positive for the employees in the facility, the Edgefield community, Parkdale America, and Delta Apparel. Over the past year, we have been evaluating our long-term yarn supply options and believe this strategy accomplishes our goals. The transaction will allow us to reduce our working capital investment and eliminate our need for future capital expenditures in yarn manufacturing. The supply agreement with Parkdale allows us to acquire yarn that has been manufactured from the most modern equipment available. We expect to use the proceeds from the sale of the plant and the reduction in working capital needs to reduce our debt and continue our investment in our marketing and distribution strategies that should grow our overall business." ABOUT DELTA APPAREL, INC. Delta Apparel, Inc., along with its wholly owned subsidiary M. J. Soffe Co., is a vertically integrated marketer, manufacturer and distributor of high quality branded and private label activewear apparel. We specialize in selling a variety of casual and athletic activewear tops and bottoms, embellished and unembellished T-shirts, and fleece products for the ever-changing apparel market. We focus on our broad distribution of products, currently serving over 13,000 customers. We sell our products to screen printers, private label accounts, sporting goods stores, department stores and distributors. In addition, certain products are sold in college bookstores and to the U.S. Military. Our operations are in the United States, Honduras, Mexico and Costa Rica and we employ approximately 4,500 worldwide. Additional information on our company is available at www.deltaapparel.com. Statements and other information in this press release that are not reported financial results or other historical information are forward-looking statements. These are based on our expectations and are necessarily dependent upon assumptions, estimates and data that we believe are reasonable and accurate but may be incorrect, incomplete or imprecise. Forward-looking statements are also subject to a number of business risks and uncertainties, any of which could cause actual results to differ materially from those set forth in or implied by the forward-looking statements. The risks and uncertainties include, among others, changes in the retail demand for apparel products, the cost of raw materials, competitive conditions in the apparel and textile industries, the relative strength of the United States dollar as against other currencies, changes in United States trade regulations, the discovery of unknown conditions (such as with respect to environmental matters and similar items) and other risks described from time to time in our reports filed with the Securities and Exchange Commission. Accordingly, any forward-looking statements do not purport to be predictions of future events or circumstances and may not be realized. We do not undertake publicly to update or revise the forward-looking statements even if it becomes clear that any projected results will not be realized. Contact: Delta Apparel, Inc. Herb Mueller 678/775-6900 -----END PRIVACY-ENHANCED MESSAGE-----