8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OR
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 26, 2003

FAFCO INC.

(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation 0-10120
(Commission File
Number) 94-2159547
(IRS Employer Identification
Number)

435 Otterson Drive
Chico, CA 95928
(Address of principal executive offices)

(530) 332-2100
(Registrant’s telephone number, including area code)

N/A
(Former names or former address, if changed from last report)

TABLE OF CONTENTS

	Item 5. Other Events
	ITEM 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 5. Other Events

On November 21, 2003 FAFCO, Inc. (“FAFCO”) held its annual shareholders meeting at which shareholders approved the 1 for 1,000 reverse stock split of FAFCO’s outstanding common stock. The reverse stock split became effective on November 24, 2003 (the “Reverse Stock Split”) upon the filing of a Certificate of Amendment of Articles of Incorporation with the California Secretary of State. As a result of the Reverse Stock Split, all FAFCO shares held by shareholders owning less than 1,000 shares of common stock on November 24, 2003 have been cancelled and no longer represent an interest in FAFCO. However, pursuant to the terms of the Reverse Stock Split, those shareholders owning less than 1,000 shares of pre-split common stock will receive $.70 for each share of pre-split common stock held as of November 24, 2003. Shareholders owning 1,000 shares or more of FAFCO common stock on November 24, 2003 now own 1/1,000th of the number of shares held prior to November 24, 2003 rounded to the nearest 1/10th of a share.

As a result of the Reverse Stock Split, the number of FAFCO shareholders of record was reduced to less than 300, accordingly, FAFCO became a non-reporting company under the Securities Exchange Act of 1934 on November 26, 2003 effective upon the filing of a Form 15 with the U.S. Securities and Exchange Commission.

ITEM 7. Financial Statements and Exhibits

(a) Financial Statements of business acquired. None.

(b) Pro Forma Financial Information. None.

(c) Exhibits.
99.1 Press Release dated December 2, 2003.

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.

Dated: December 2, 2003

FAFCO, INC.
By:	/s/ Nancy I Garvin
	Nancy I Garvin
	Chief Financial Officer

EXHIBIT INDEX

Exhibits
Number	Description
99.1	Press Release dated December 2, 2003.

EX-99.1 3 f94993exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

FAFCO, INC.

435 Otterson Drive, Chico California 95928

Contact:	Nancy I Garvin, Vice President, Finance
Phone:	(530) 332-2100
FAX:	(530) 332-2109

PRESS RELEASE For Immediate Release:

     December 2, 2003, CHICO, CALIFORNIA: FAFCO, Inc., a manufacturer of solar heating systems and IceStor™ “off-peak” air conditioning products, reported that the one for 1000 reverse stock split of FAFCO, Inc.’s (“FAFCO”) outstanding common stock was approved by shareholders at FAFCO’s Annual Shareholder Meeting held on November 21, 2003 and became effective on November 24, 2003 (the “Reverse Stock Split”) upon the filing of a Certificate of Amendment of Articles of Incorporation with the California Secretary of State. As a result of the Reverse Stock Split, all FAFCO shares held by shareholders owning less than 1,000 shares of common stock on November 24, 2003 have been cancelled and no longer represent an interest in FAFCO. However, pursuant to the terms of the Reverse Stock Split, those shareholders owning less than 1,000 share of pre-split common stock will receive $0.70 for each share of pre-split common stock held as of November 24, 2003. Shareholders holding 1,000 shares or more of FAFCO Common Stock on November 24, 2003 now own one/one thousandth of the number of shares held prior to November 24, 2003.

The fractional share buyout had the result of reducing the number of shareholders of record to less than 300, accordingly, FAFCO became a non-reporting company on November 26th 2003 effective upon the filing of Form 15 with the US Securities and Exchange Commission.

     For further information, contact:

Freeman A. Ford, Chairman of the Board
or
Nancy I Garvin, Vice President, Finance
FAFCO, Inc.
435 Otterson Drive
Chico, CA 95928
(530) 332-2100

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EX-99.1

EXHIBIT 99.1