-----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, NYkPJN9v7dgbJRwEWzBDgvbCGKx29dl5vwD9XfetbOYplP5TEdFEBUb38h9s6jlj 8LB0zggRyFnGaWZZrg4pFw== 0000950142-05-000901.txt : 20050321 0000950142-05-000901.hdr.sgml : 20050321 20050321113304 ACCESSION NUMBER: 0000950142-05-000901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050310 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050321 DATE AS OF CHANGE: 20050321 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: 05693414 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 form8k_031505.txt CURRENT REPORT 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): March 15, 2005 FAB INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-5901 13-2581181 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 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) 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD: TRANSFER OF LISTING On March 15, 2005, the Company received a letter from The American Stock Exchange ("AMEX") that it is not in compliance with the continued listing standards as set forth in Section 1101 of the AMEX Company Guide as a result of the Company's failure to file its annual report on Form 10-K for the fiscal year ended November 27, 2004. AMEX further advised the Company that it would initiate proceedings to delist the Company's common stock from the AMEX on April 14, 2005, if the Company was not then in compliance with all AMEX continued listing standards or the AMEX determined that the Company had made reasonable demonstration of its ability to regain compliance with such listing standards. AMEX requested that the Company submit a plan by March 25, 2005, advising AMEX what action the Company will take to regain compliance with all AMEX continued listing standards. As previously disclosed, the Company, upon the advice of, and after consultation with, its accountants, has determined to present the Company's financial statements on a liquidation basis. As a result, the Company is required to determine the value of its assets on a liquidation basis and it is currently in the process of conducting the required appraisals. The Company intends to file its annual report on Form 10-K as soon as practicable following completion of its liquidation analysis. The press release announcing the foregoing is furnished as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press Release of Fab Industries, Inc., dated March 21, 2005. 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. By: /s/ Samson Bitensky ------------------------------- Name: Samson Bitensky Title: Chairman of the Board and Chief Executive Officer Date: March 21, 2005 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release of Fab Industries, Inc., dated March 21, 2005. EX-99 2 ex99-1form8k_031505.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ FAB INDUSTRIES, INC. 200 MADISON AVENUE * NEW YORK, N.Y. 10016 * (212) 592-2700 * FAX (212) 689-6929 FOR IMMEDIATE RELEASE: FAB INDUSTRIES, INC. 200 MADISON AVENUE NEW YORK, N.Y. 10016 FAB INDUSTRIES, INC. (ASE) ANNOUNCES POSSIBLE DELISTING FROM AMEX NEW YORK, N.Y. - March 21, 2005 - Fab Industries, Inc. (the "Company"), announced that on March 15, 2005, it received a letter from The American Stock Exchange ("AMEX") that it is not in compliance with the continued listing standards as set forth in Section 1101 of the AMEX Company Guide as a result of the Company's failure to file its annual report on Form 10-K for the fiscal year ended November 27, 2004. AMEX further advised the Company that it would initiate proceedings to delist the Company's common stock from the AMEX on April 14, 2005, if the Company was not then in compliance with all AMEX continued listing standards or the AMEX determined that the Company had made reasonable demonstration of its ability to regain compliance with such listing standards. AMEX requested that the Company submit a plan by March 25, 2005, advising AMEX what action the Company will take to regain compliance with all AMEX continued listing standards As previously disclosed, the Company's has not yet filed its annual report on Form 10-K for the fiscal year ended November 27, 2004, and the Company is therefore not in compliance with Section 1101 of the AMEX Company Guide. On February 28, 2005, the Company filed Form 12b-25 (Notification of Late Filing) with the Securities and Exchange Commission stating that it will not be able to timely file its annual report on Form 10-K for the fiscal year ended November 27, 2004. Due to the uncertainty as to whether the Company will be sold prior to May 30, 2005, the Company, upon the advice of, and after consultation with, its accountants, BDO Seidman, LLP, determined that it is more appropriate to present the Company's financial statements on a liquidation basis. As a result, the Company is required to determine the value of its assets on a liquidation basis and it is currently in the process of conducting the required appraisals. The Company is unable to predict when its financial statements will be completed on a liquidation basis and when its annual report on Form 10-K for the fiscal year ended November 27, 2004 will be filed. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially, including, but not limited to, the following: whether a final offer to purchase the business as a going concern will be received in the future; the aggregate liquidating distribution(s) made to the stockholders; whether the Company's business will be sold as a going concern; overall economic and business conditions; our continuing ability to support the demand for our goods and services; competitive factors in the industries in which we compete; changes in government regulation; changes in tax requirements (including tax rate changes, new tax laws and revised tax interpretations); interest rate fluctuations and other capital market conditions, including foreign currency rate fluctuations; material contingencies provided for in a sale of our assets; de-listing of our common stock from the American Stock Exchange; our ability to retain key employees during any wind down period; and any litigation arising as a result of our plan to wind down our operations or sell the Company's business. Additional risks are discussed in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on form 10-K for the year ended November 29, 2003. These risks and uncertainties should be considered in evaluating any forward-looking statements contained in this press release. WEBSITE: HTTP://WWW.FAB-INDUSTRIES.COM
CONTACT INFORMATION: David Miller James M. Dubin Vice President - Chief Financial Officer Partner Fab Industries, Inc. Paul, Weiss, Rifkind, Wharton &Garrison LLP (212) 592-2865 (212) 373-3026 david.miller@fab-industries.com jdubin@paulweiss.com
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