-----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, M3N2IsZss2u9tf633bdFpp+h2zSIqIOX/uHULiijiIQOEazbPohLnl0eTboaSLZg Q2JFmHkVGcuBSs2m71q4Zg== 0000950142-01-500660.txt : 20020412 0000950142-01-500660.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950142-01-500660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011205 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAB INDUSTRIES INC CENTRAL INDEX KEY: 0000034136 STANDARD INDUSTRIAL CLASSIFICATION: KNITTING MILLS [2250] IRS NUMBER: 132581181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05901 FILM NUMBER: 1807674 BUSINESS ADDRESS: STREET 1: 200 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2122799000 MAIL ADDRESS: STREET 1: 200 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 form8k1206.txt FORM 8-K CURRENT REPORT 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): DECEMBER 5, 2001 ----------------------------- FAB INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-5901 13-2581181 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of incorporation File Number) Identification No.) or organization) 200 MADISON AVENUE NEW YORK, NEW YORK 10016 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 592-2700 ------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address if changed since last report) 2 ITEM 5. OTHER EVENTS. On December 5, 2001, Fab Industries, Inc. announced its intent to pursue a sale of its business pursuant to a plan of liquidation and dissolution. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99.1 Press Release, dated December 5, 2001, entitled "FAB INDUSTRIES, INC. ANNOUNCES INTENT TO PURSUE A SALE OF ITS BUSINESS." 3 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. FAB INDUSTRIES, INC. Dated: December 6, 2001 By: /s/ Samson Bitensky --------------------------------------- Name: Samson Bitensky Title: Chairman of the Board and Chief Executive Officer 4 INDEX TO EXHIBITS 99.1 Press Release, dated December 5, 2001, entitled "FAB INDUSTRIES, INC. ANNOUNCES INTENT TO PURSUE A SALE OF ITS BUSINESS." EX-99 3 ex991form8k1206.txt EXHIBIT 99.1 EXHIBIT 99.1 FAB INDUSTRIES, INC. ANNOUNCES INTENT TO PURSUE A SALE OF ITS BUSINESS - -------------------------------------------------------------------------------- NEW YORK, N.Y. -- December 5, 2001 - Fab Industries, Inc. (AMEX: FIT), a manufacturer of warp and circular knit fabrics, raschel laces and laminated fabrics, today announced that its Board of Directors unanimously decided to pursue a sale of its business in order to maximize shareholder value. "The state of the industry has significantly affected our revenues and ability to predict the course of the business. In light of current economic conditions and turmoil in the textile industry, we felt the best decision was to develop a plan for a sale of the business with the objective of maximizing the return to our stockholders," said Samson Bitensky, Chairman of the Board and Chief Executive Officer of Fab Industries. "We will continue to operate the business as normal, including servicing our customers, maintaining our supplier relationships and seeking profitability, and expect that any purchaser of the business will do the same." In light of the ongoing economic slowdown - particularly in the domestic textile industry - and diminishing revenues, Fab Industries has been engaged in a concerted effort to explore various strategic alternatives. In order to maximize shareholder value, the Company plans to sell the business and to do so as part of a plan of liquidation. The Company believes that in this way it will be able to distribute its large cash position, as well as the proceeds of any sale, to stockholders promptly and in a tax advantageous manner. In this connection, the Board will ask its shareholders to approve a plan of liquidation at its next annual meeting of stockholders, expected to be held in March 2002. A proxy statement describing the plan will be mailed to stockholders approximately 30 days prior to the meeting. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements and may include words such as "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or forecasted in such forward-looking statements. No assurance can be given that Fab Industries will be successful in pursuing a sale of its assets, or that a plan of liquidation and dissolution would actually increase stockholder value. Fab Industries may not be able to find qualified buyers for its assets. Other potential risks and uncertainties include, without limitation, the Company's ability to support demand for its goods and services; material contingencies provided for in a sale of assets; amendment, delay in implementation or termination of any plan to sell assets and subsequently wind down Fab Industries' business; delisting of Fab Industries' stock from The American Stock Exchange; the Company's ability to retain key employees through the wind down period; and litigation arising as a result of Fab Industries' plan to wind down its operations. Fab Industries does not undertake any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. ### 2 CONTACT INFORMATION: Steven Myers James Dubin Co-President, Chief Operating Officer Partner Fab Industries, Inc. Paul, Weiss, Rifkind, Wharton & Garrison (212) 592-2731 (212) 373-3026 sem4@msn.com jdubin@paulweiss.com -----END PRIVACY-ENHANCED MESSAGE-----