-----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, H+g19VjUAUGYLHnarS9w170yhQP0waTavluDcAmd6P+5xd9woieMLjE7eIGAaImB 1Fs0oBY4s3uq0NCUEiP5Gw== 0000897069-03-000744.txt : 20030714 0000897069-03-000744.hdr.sgml : 20030714 20030714140214 ACCESSION NUMBER: 0000897069-03-000744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030711 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAL MAINE FOODS INC CENTRAL INDEX KEY: 0000016160 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 640500378 STATE OF INCORPORATION: DE FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04892 FILM NUMBER: 03785136 BUSINESS ADDRESS: STREET 1: 3320 WOODROW WILSON DRIVE CITY: JACKSON STATE: MS ZIP: 39207 BUSINESS PHONE: 6019486813 MAIL ADDRESS: STREET 1: 3320 WOODROW WILSON DR CITY: JACKSON STATE: MS ZIP: 39209 FORMER COMPANY: FORMER CONFORMED NAME: CHICKEN CHEF SYSTEMS INC DATE OF NAME CHANGE: 19710315 8-K 1 cmw26.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2003 ---------------------- CAL-MAINE FOODS, INC. - -------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 000-04892 64-0500378 - ------------------------ ----------------------- ----------------- (State or other (Commission File Number) (IRS Employer jurisdiction of (IRS Employer Identification incorporation) Number) 3320 Woodrow Wilson Avenue, Jackson, MS 39207 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (601) 948-6813 -------------- Item 5. Other Events and Required FD Disclosure. On July 14, 2003, Cal-Maine Foods, Inc., announced that its Board of Directors, at a special meeting held on July 11, 2003, unanimously voted to explore the possibility of the Company becoming privately held. A copy of the press release issued by the Company on July 14, 2003, is filed as an exhibit herewith. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits The following exhibit is filed herewith: Exhibit No. Document - ----------- -------- 99 Press release issued by the Registrant on July 14, 2003. 2 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 thereunto duly authorized. CAL-MAINE FOODS, INC. (Registrant) Date: July 14, 2003 By: /s/ Bobby J. Raines ------------------------------------- Bobby J. Raines Vice President, Chief Financial Officer, Treasurer and Secretary 3 EX-99 3 cmw26a.txt PRESS RELEASE EXHIBIT 99 [GRAPHIC OMITTED] [CAL-MAINE FOODS, INC. LOGO] Contact: Fred Adams, Jr. Chairman and CEO (601) 948-6813 CAL-MAINE FOODS, INC. FORMS SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS TO EXPLORE THE POSSIBILITY OF GOING PRIVATE JACKSON, MISS (July 14, 2003) -- Cal-Maine Foods, Inc. (Nasdaq/NM:CALM) announced that, at a special meeting of its Board of Directors held Friday, July 11, 2003, the Directors unanimously voted to explore the possibility of the Company becoming privately held. While no final decision has been made, a special committee of three independent directors has been appointed to investigate the feasibility of such action and to ensure that the best interests of the Company and its shareholders are served. An investment banking firm will be retained by the special committee of directors to assist it in evaluating the alternatives available to accomplish the transaction and to advise the committee as to the value of the Cal-Maine Common Stock. Should the special committee recommend the Company become privately held, such action would require the approval of the full Board of Directors and the shareholders, as well as the consent of certain of the Company's lenders. Cal-Maine is primarily engaged in the production, cleaning, grading, packing, and sale of fresh shell eggs. The Company, which is headquartered in Jackson, Mississippi, currently is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its shell eggs in approximately 26 states across the southwestern, southeastern, mid-western, and mid-Atlantic regions of the United States. Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1955. Such forward-looking statements are subject to risks and uncertainties (contained in the Company's SEC filings) that could cause actual results to differ materially from those projected. SEC filings may be obtained from the SEC or by contacting the Company. - -END- CAL-MAINE FOODS, INC. POST OFFICE BOX 2960 JACKSON, MISSISSIPPI 39207 PHONE 601-948-6813 FAX 601-969-0905 -----END PRIVACY-ENHANCED MESSAGE-----