8-K

UNITED STATES 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): June 14, 2005

Commission File Number 1-9929

Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

North Carolina	56-0674867
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1373 Boggs Drive, Mount Airy, North Carolina	27030
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (336) 786-2141

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT

EX-99.1 PRESS RELEASE DATED JUNE 15, 2005

Item 1.01. Entry into a Material Definitive Agreement

     On June 14, 2005, Insteel Industries, Inc. and certain of its affiliates entered into that certain Amendment No. 2 to Credit Agreement, dated June 14, 2005 (the “Amendment”), by and among Insteel Wire Products Company, as Borrower, Insteel Industries, Inc., as a Credit Party, Intercontinental Metals Corporation, as a Credit Party, and General Electric Capital Corporation, as Agent and Lender. The Credit Agreement was previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 3, 2004 and is incorporated herein by reference.

     The Amendment amends the Credit Agreement to increase the permitted amount of dividend payments to (i) $875,000 in the aggregate in fiscal 2005 and (ii) $3,500,000 in the aggregate in any fiscal year after fiscal 2005. A copy of the Amendment is being filed as Exhibit 10.1 to this Current Report on Form 8-K and by this reference made a part hereof.

Item 8.01. Other Events

     On June 15, 2005, the Company issued a press release announcing that its board of directors had approved the reinstitution of a quarterly cash dividend of $0.06 per share payable on July 8, 2005 to shareholders of record as of June 24, 2005. A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     While the Company intends to pay regular quarterly cash dividends for the foreseeable future, the declaration and payment of future dividends, if any, are discretionary and will be subject to determination by the board of directors each quarter after its review of the Company’s financial performance and business conditions. In addition, the Company’s ability to pay future dividends is subject to compliance with the dividend restrictions and financial covenant limitations in the Company’s Credit Agreement, as amended.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.1	Amendment No. 2 to Credit Agreement, dated June 14, 2005, by and among Insteel Wire Products Company, as Borrower, Insteel Industries, Inc., as a Credit Party, Intercontinental Metals Corporation, as a Credit Party, and General Electric Capital Corporation, as Agent and Lender.
Exhibit 99.1	Press release dated June 15, 2005 announcing the reinstitution of a quarterly cash dividend of $0.06 per share.

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.

	INSTEEL INDUSTRIES, INC. Registrant
Date: June 15, 2005	By:	/s/ H.O. Woltz III
		H.O. Woltz III
		President and Chief Executive Officer

Date: June 15, 2005	By:	/s/ Michael C. Gazmarian
		Michael C. Gazmarian
		Chief Financial Officer and Treasurer

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 2 TO CREDIT AGREEMENT

     This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 14, 2005 by and among INSTEEL WIRE PRODUCTS COMPANY, a North Carolina corporation (“Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement (as hereinafter defined).

R E C I T A L S:

     WHEREAS, Borrower, the other Credit Parties, the Agent and the Lenders entered into that certain Credit Agreement dated as of June 2, 2004 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”); and

     WHEREAS, Borrower has requested that the Agent and the Lenders amend certain provisions of the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1      Amendment. Clause (A) of Section 6.13(e) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(A) such Dividends do not exceed (x) $750,000 in the aggregate in any Fiscal Year prior to Fiscal Year 2005, (y) $875,000 in the aggregate in Fiscal Year 2005 and (z) $3,500,000 in the aggregate in any Fiscal Year after Fiscal Year 2005,”

     2      Conditions to Effectiveness. This Amendment shall be effective on the date on which this Amendment shall have been duly executed and delivered by the Borrowers, each other Credit Party, the Agent and the Lenders.

     3      Representations and Warranties. In order to induce the Agent and the Lenders to enter into this Amendment, the Borrowers and each other Credit Party represents and warrants to the Agent and each Lender (which representations and warranties shall survive the execution and delivery of this Amendment), that:

     (a)      the execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary corporate action and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

     (b)      upon the effectiveness of this Amendment, all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents (other than those which speak expressly only as of an earlier date) are true and correct in all material respects on and as of the date of the effectiveness of this Amendment after giving effect to this Amendment and the transactions contemplated hereby; and

     (c)      no Default or Event of Default exists or will result after giving effect to this Amendment and the transactions contemplated hereby.

     4      Miscellaneous.

          4.1      Effect; Ratification.

     (a)      Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

     (b)      The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

     (c)      Each Credit Party acknowledges and agrees that the amendments set forth herein are effective solely for the purposes set forth herein and that the execution and delivery by the Agent and the Requisite Lenders of this Amendment shall not be deemed (i) except as expressly provided in this Amendment, to be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate the Agent or the Lenders to forbear, waive, consent or execute similar amendments under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of the Agent or the Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Amendment.

     4.2      Counterparts and Signatures by Fax. This Amendment may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.

     4.3      Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

2

     4.4      Costs and Expenses. Borrowers agree to reimburse the Agent for all fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance, or other representation in connection with this Amendment.

     4.5      Loan Document. This Amendment shall be deemed to be a Loan Document.

     4.6      Reaffirmation. Each of the Credit Parties signatory hereto as Guarantor hereby acknowledges and reaffirms all of its obligations and undertakings under each of the Loan Documents to which it is a party and acknowledges and agrees that subsequent to, and after taking account of the provisions of this Amendment, each such Loan Document is and shall remain in full force and effect in accordance with the terms thereof.

     4.7      GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

<Signature Pages Follow>

3

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

BORROWER:
INSTEEL WIRE PRODUCTS COMPANY, a North Carolina corporation
By:	/s/ Michael C. Gazmarian
Name:	Michael C. Gazmarian
Title:	CFO and Treasurer
AGENT AND LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and Lender
By:	/s/ Brian Deck
	Duly Authorized Signatory

[Signature Page to Amendment No. 2
to Credit Agreement]

     The following Persons are signatories to this Amendment in their capacity as Credit Parties and not as Borrowers.

INSTEEL INDUSTRIES, INC., a North Carolina corporation
By:	/s/ Michael C. Gazmarian
Name:	Michael C. Gazmarian
Title:	CFO and Treasurer
INTERCONTINENTAL METALS CORPORATION, a North Carolina corporation
By:	/s/ Michael C. Gazmarian
Name:	Michael C. Gazmarian
Title:	CFO and Treasurer

[Signature Page to Amendment No. 2
to Credit Agreement]

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE Contact: Michael C. Gazmarian
Chief Financial Officer and Treasurer
Insteel Industries, Inc.
336-786-2141, Ext. 3020

INSTEEL INDUSTRIES REINSTITUTES QUARTERLY CASH DIVIDEND

MOUNT AIRY, N.C., June 15, 2005 – Insteel Industries, Inc. (Nasdaq: IIIN) today announced that its board of directors had approved the reinstitution of a quarterly cash dividend of $0.06 per share on the Company’s common stock which represents an expected total annual dividend of $0.24 per common share. The quarterly cash dividend is payable on July 8, 2005 to shareholders of record as of June 24, 2005. The Company had previously paid a quarterly cash dividend from its public offering in 1985 through fiscal 2000.

“The decision to reinstitute our quarterly cash dividend reflects our commitment to enhance shareholder value and encourage long-term investment in Insteel Industries as well as our confidence in the future prospects of the Company,” said H.O. Woltz III, Insteel’s president and chief executive officer. “The strengthening of our financial position and improved free cash flow provide us with the flexibility to pay dividends while continuing to invest in growth opportunities. We’re pleased to be able to return a portion of our earnings to our shareholders without compromising our future growth prospects.”

While the Company intends to pay regular quarterly cash dividends for the foreseeable future, the declaration and payment of future dividends, if any, are discretionary and will be subject to determination by the board of directors each quarter after its review of the Company’s financial performance and business conditions. In addition, the Company’s ability to pay future dividends is subject to compliance with the dividend restrictions and financial covenant limitations in the Company’s Credit Agreement, as amended, pertaining to its senior secured credit facility.

Insteel Industries is one of the nation’s leading manufacturers of wire products. The Company manufactures and markets concrete reinforcing and industrial wire products for a broad range of construction and industrial applications.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, particularly with respect to the Company’s ability to pay future dividends. When used in this news release, the words “believes,” “anticipates,” “expects,” “plans” and similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, such forward-looking statements are subject to a number of risks and uncertainties, and the Company can provide no assurances that such plans, intentions or expectations will be achieved. Many of these risks are discussed in detail in the Company’s periodic reports, in particular in its report on Form 10-K for the year ended October 2, 2004, filed with the U.S. Securities and Exchange Commission. You should carefully read these risk factors.

(MORE)

Page 2 of 2

All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made and the Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

It is not possible to anticipate and list all risks and uncertainties that may affect the future operations or financial performance of the Company; however, they include, but are not limited to, the following:

• general economic and competitive conditions in the markets in which the Company operates;

• the cyclical nature of the steel industry;

• changes in U.S. or foreign trade policy affecting steel imports or exports;

• fluctuations in the cost and availability of the Company’s primary raw material, hot-rolled steel wire rod from domestic and foreign suppliers;

• the Company’s ability to competitively source its raw material requirements;

• the Company’s ability to raise selling prices in order to recover increases in wire rod prices;

• interest rate volatility;

• unanticipated changes in customer demand, order patterns and inventory levels;

• the Company’s ability to successfully develop niche products, such as its engineered structural mesh (“ESM”) products;

• legal, environmental or regulatory developments that significantly impact the Company’s operating costs;

• the timely completion of the Company’s ESM production line and reconfiguration and expansion of the Company’s PC strand operation in Gallatin, Tennessee;

• unanticipated plant outages, equipment failures or labor difficulties; and

• continued escalation in medical costs that affect employee benefit expenses.

###