8-K

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): February 17, 2011

SANDERSON FARMS, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-14977	64-0615843
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

127 Flynt Road Laurel, Mississippi	39443
(Address of principal executive offices)	(Zip Code)

(601) 649-4030
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

     Check the appropriate box 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):

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))

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2011, the Registrant’s stockholders approved the Registrant’s amended and restated Stock Incentive Plan at its annual meeting of stockholders. Following that stockholder approval, the Registrant’s Board of Directors adopted the amended and restated plan at its meeting held February 17, 2011. A description of the plan, as amended and restated, is contained on pages 48 to 60 of the Registrant’s definitive proxy statement filed with the SEC on January 14, 2011 and the text of the amended and restated plan is filed as Appendix A to that proxy statement. The aforementioned description of the plan and the text of the plan are incorporated herein by reference pursuant to General Instruction B(3) to Form 8-K.

Following the Board of Directors’ adoption of the amended and restated Stock Incentive Plan, the Board’s Compensation Committee awarded restricted stock to the Registrant’s executive officers under the amended and restated plan for the 2011 fiscal year, as follows:

Name	Shares of Restricted Stock
Joe F. Sanderson, Jr., CEO and Chairman of the Board of Directors		35,750
Lampkin Butts, President and Chief Operating Officer		8,500
D. Michael Cockrell, Treasurer and Chief Financial Officer		8,500
James A. Grimes, Secretary and Chief Accounting Officer		1,000

The form of restricted stock agreement used for the restricted stock awards noted above is filed herewith as Exhibit 10. The following description of the restricted stock agreement relating to the above awards are necessarily not complete, and reference is made to the agreement itself.

The form of restricted stock agreement that the Registrant will enter into provides for the grant of a specified number of shares of restricted stock to the participant as a reward for past service or as an incentive for the performance of future services and for no additional consideration, subject to the following terms and conditions:

• The restricted stock may not be sold or transferred during the restricted period except by will or inheritance.

• The restricted period lasts until November 1, 2014, except that it ends and the shares fully and immediately vest if a change of control in the Registrant occurs at any time. If the participant dies, retires or becomes disabled before the end of the restricted period, a pro rata percentage of the shares will immediately vest based on the number of years during the period from November 1, 2010 until November 1, 2014 that have passed before death, retirement or disability occurred (for example, if the participant dies, retires or becomes disabled after one year of this period has passed, he or his estate would receive 25% of the shares and would forfeit the remainder; if he dies, retires or becomes disabled after two years of the period has passed, he or his estate would receive 50% of the shares and would forfeit the remainder; and so on).

• Rights to the shares are forfeited if the participant’s employment terminates for any other reason prior to the end of the restricted period, or if the board determines that the participant has engaged in specified detrimental conduct or activity while employed with the Registrant or in the two-year period following his or her voluntary termination or termination for cause. If a participant’s shares have already vested, he or she must repay the Registrant the fair market value of his or her shares that is specified in his or her restricted stock agreement.

• Starting from the grant date, the participant is entitled to vote the shares and receive dividends.

Item 5.07 Submission of Matters to a Vote of Security Holders.

     As discussed above, the Registrant held its annual meeting of stockholders on February 17, 2011. A press release regarding the meeting is filed herewith as Exhibit 99. At the meeting, the stockholders took the following actions:

1. The stockholders voted to re-elect the following Class A directors for a three-year term by the votes set forth below:

Name	For		Withheld		Broker Non-Votes
Lampkin Butts		17,181,260		724,332		2,028,231
Beverly Hogan		17,672,377		233,215		2,028,231
Phil K. Livingston		17,436,734		468,858		2,028,231
Charles W. Ritter, Jr.		16,999,950		905,642		2,028,231
Joe F. Sanderson, Jr.		17,426,373		479,219		2,028,231

2. The stockholders voted to approve the Sanderson Farms, Inc. and Affiliates Amended and Restated Stock Incentive Plan, as described on pages 48 to 60 of the Registrant’s definitive proxy statement filed with the SEC on January 14, 2011 and incorporated herein by reference, by the votes set forth below:

For	Against	Abstain	Broker Non-Votes
17,188,351	671,811	45,430	2,028,231

3. The stockholders voted to approve, in a non-binding advisory vote pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the compensation of the Registrant’s Named Executive Officers as disclosed in the Registrant’s definitive proxy statement filed January 14, 2011, by the votes set forth below:

For	Against	Abstain	Broker Non-Votes
17,747,747	148,236	9,609	2,028,231

4. The stockholders voted to determine, in a non-binding advisory vote, the frequency with which the Registrant should hold future non-binding advisory votes on executive compensation pursuant to Section 14A of the Exchange Act, by the votes set forth below, with the option of a vote every three years receiving a majority of the votes cast (or 51.5%):

Every Year	Every Two Years	Every Three Years	Abstain	Broker Non-Votes
8,261,196	374,928	9,184,141	85,152	2,028,406

5. The stockholders voted to ratify and approve the selection of Ernst & Young LLP as the Registrant’s independent auditors for the fiscal year ending October 31, 2011, by the votes set forth below:

For	Against	Abstain	Broker Non-Votes
19,667,760	248,331	17,732	N/A

The Registrant will amend this report within the time periods specified under Form 8-K to report its decision regarding the frequency of future non-binding advisory votes pursuant to Section 14A of the Exchange Act in light of the results on the vote on frequency at the 2011 annual meeting.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report:

Exhibit No.	Description
10	Form of Restricted Stock Agreement for restricted stock granted to officers and employees on February 17, 2011
99	Press release of Sanderson Farms, Inc. dated February 17, 2011

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.

	SANDERSON FARMS, INC. (Registrant)
Date: February 21, 2011	By:	/s/ D. Michael Cockrell
		D. Michael Cockrell
		Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10	Form of Restricted Stock Agreement for restricted stock granted to officers and employees on February 17, 2011
99	Press release of Sanderson Farms, Inc. dated February 17, 2011

EX-10

Exhibit 10

SANDERSON FARMS, INC.

RESTRICTED STOCK AGREEMENT
(Management Employee)

     This RESTRICTED STOCK AGREEMENT (this “Agreement”), made and entered into as of the 17th day of February, 2011 (the “Grant Date”), by and between _________ (the “Participant”) and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the “Company”), sets forth the terms and conditions of a Restricted Stock Award issued pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended and restated on February 17, 2011 (the “Plan”) and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

     1. Grant and Vesting of Restricted Stock.

     (a) As a reward for past service or in consideration of and as an incentive to the Participant’s performance of future services on behalf of the Company, and for no additional consideration, the Company hereby grants to the Participant, as of the Grant Date, _____ shares of the Company’s common stock, par value $1.00 per share (the “Restricted Stock”), subject to the terms and conditions set forth herein and in the Plan. The Restricted Stock is subject to forfeiture as provided herein and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the “Restriction Period.”

     (b) Except as otherwise provided in this Agreement or the Plan, the Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on November 1, 2014, so long as the Participant has remained continuously employed by the Company from the Grant Date through such date.

     (c) In the event of (i) the Participant’s termination of employment with the Company by reason of death or Disability or (ii) the Participant’s termination of employment with the Company after his attainment of eligibility for retirement (as determined by the Board from time to time), that portion of the number of shares of Restricted Stock that has not vested, determined in accordance with the ratio that the number of complete years the Participant was employed during the Restriction Period bears to the total number of years in the Restriction Period (counting the period from the Grant Date to November 1, 2011 as a complete year), shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder, and the remaining unvested shares of Restricted Stock shall be forfeited. In the event of a change in control, all Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder. If the Participant’s employment with the Company is terminated for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period, then the Restricted Stock that has not vested as of the termination date shall immediately be forfeited, ownership shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares.

     (d) If the Board determines in good faith that the Participant has engaged in any Detrimental Activity during the period that the Participant is employed by the Company or during the two-year period following the Participant’s voluntary termination of employment or his termination by the Company for Cause, then the Restricted Stock that has not vested as of the date of the Board determination shall immediately be forfeited, ownership shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares or, if the Restricted Stock has already vested, the Participant shall repay to the Company the fair market value of the Shares as of the Grant Date. For purposes of this Section 1(d), the parties hereto agree that the fair market value of the Shares as of the Grant Date is $43.70 per share.

     2. Issuance of Shares.

     Certificates representing the Restricted Stock shall be registered in the Participant’s name (or an appropriate book entry shall be made). Certificates, if issued, may, at the Company’s option, either be held by the Company in escrow until the Restriction Period expires or until the restrictions thereon otherwise lapse and/or be issued to the Participant and registered in the name of the Participant, bearing an appropriate restrictive legend that refers to this Agreement and remaining subject to appropriate stop-transfer orders. The Participant agrees to deliver to the Board, upon request, one or more stock powers endorsed in blank relating to the Restricted Stock. If and when the Restricted Stock vests and is no longer subject to forfeiture or transfer restrictions, unlegended certificates for such Restricted Stock shall be delivered to the Participant (subject to Section 6 pertaining to the withholding of taxes and Section 14 pertaining to the Securities Act of 1933, as amended (the “Securities Act”)); provided, however, that the Board may cause such legend or legends to be placed on any such certificates as it may deem advisable under Applicable Law.

     3. Rights as a Stockholder.

     Except as otherwise provided in this Agreement or the Plan, from the Grant Date, including during the Restriction Period, the Participant shall have, with respect to the Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive any dividends or other distributions with respect thereto.

     4. Adjustments.

     If any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or any corporate transaction such as a reorganization, reclassification, merger or consolidation or separation, including a spin-off of the Company or sale or other disposition by the Company of all or a portion of its assets, any other change in the Company’s corporate structure, or any distribution to stockholders (other than a cash dividend) results in the outstanding Shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of shares or other securities of the Company, or for shares of stock or other securities of any other corporation, or new, different or additional shares or other securities of the Company or of any other corporation being received by the holders of

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outstanding Shares, then the shares of Restricted Stock granted pursuant to this Agreement shall be treated in the same manner as other outstanding Shares of the Company.

     5. Validity of Share Issuance.

     The shares of Restricted Stock have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.

     6. Taxes and Withholding.

     As soon as practicable on or after the date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to this Award of Restricted Stock, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, or the Company may deduct or withhold from any cash or property payable to the Participant, an amount equal to all federal, state, local and foreign taxes that are required by Applicable Law to be withheld with respect to such includible amount. Notwithstanding anything to the contrary contained herein, the Participant may, if the Company consents, discharge this withholding obligation by directing the Company to withhold shares of Restricted Stock having a Fair Market Value on the date that the withholding obligation is incurred equal to the amount of tax required to be withheld in connection with such vesting, as determined by the Board.

     7. Notices.

     Any notice to the Company provided for in this Agreement shall be in writing and shall be addressed to it in care of its Secretary at its principal executive offices, and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.

     8. Legal Construction.

     Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law with respect to which the Plan or this Agreement is intended to qualify, or would cause compensation deferred under the Plan to be includible in a Plan participant’s gross income pursuant to Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended, as determined by the Board, such provision shall be construed or deemed amended to conform to Applicable Law or, if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Agreement, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

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     Gender and Number. Where the context admits, words in any gender shall include the other gender, words in the singular shall include the plural and words in the plural shall include the singular.

     Governing Law. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Mississippi.

     9. Incorporation of Plan.

     This Agreement and the Restricted Stock Award made pursuant hereto are subject to, and this Agreement hereby incorporates and makes a part hereof, all terms and conditions of the Plan that are applicable to Agreements and Awards generally and to Restricted Stock Awards in particular. The Board has the right to interpret, construe and administer the Plan, this Agreement and the Restricted Stock Award made pursuant hereto. All acts, determinations and decisions of the Board made or taken pursuant to grants of authority under the Plan or with respect to any questions arising in connection with the administration and interpretation of the Plan, including the severability of any and all of the provisions thereof, shall be in the Board’s sole discretion and shall be conclusive, final and binding upon all parties, including the Company, its stockholders, Participants, Eligible Participants and their estates, beneficiaries and successors. The Participant acknowledges that he has received a copy of the Plan.

     10. No Implied Rights.

     Neither this Agreement nor the issuance of any Restricted Stock shall confer on the Participant any right with respect to continuance of employment or other service with the Company. Except as may otherwise be limited by a written agreement between the Company and the Participant, and acknowledged by the Participant, the right of the Company to terminate at will the Participant’s employment with it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically reserved by the Company.

     11. Integration.

     This Agreement and the other documents referred to herein, including the Plan, or delivered pursuant hereto, contain the entire understanding of the parties with respect to their subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and restrictions imposed by the Securities Act and applicable state securities laws. This Agreement, including the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

     12. Counterparts.

     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together constitute one and the same instrument.

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     13. Amendments.

     The Board may, at any time, without consent of or receiving further consideration from the Participant, amend this Agreement and the Restricted Stock Award made pursuant hereto in response to, or to comply with changes in, Applicable law. To the extent not inconsistent with the terms of the Plan, the Board may, at any time, amend this Agreement in a manner that is not unfavorable to the Participant without the consent of the Participant. The Board may amend this Agreement and the Restricted Stock Award made pursuant hereto otherwise with the written consent of the Participant.

     14. Securities Act.

     (a) The issuance and delivery of the Restricted Stock to the Participant have been registered under the Securities Act by a Registration Statement on Form S-8 that has been filed with the Securities and Exchange Commission (“SEC”) and has become effective. The Participant acknowledges receipt from the Company of its Prospectus dated February 17, 2011, relating to the Restricted Stock.

     (b) If the Participant is an “affiliate” of the Company, which generally means a director, executive officer or holder of 10% or more of its outstanding shares, at the time certificates representing Restricted Stock are delivered to the Participant, such certificates shall bear the following legend, or other similar legend then being generally used by the Company for certificates held by its affiliates:

“THESE SHARES MUST NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL FOR THE ISSUER, IS EXEMPT FROM REGISTRATION THROUGH COMPLIANCE WITH RULE 144 OR WITH ANOTHER EXEMPTION FROM REGISTRATION.”

     The Company shall remove such legend upon request by the Participant if, at the time of such request, the shares are eligible for sale under SEC Rule 144(b)(1), or any provision that has replaced it, in the opinion of the Company’s counsel.

     15. Arbitration.

     Any controversy or claim arising out of or relating to this Restricted Stock Agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

     IN WITNESS WHEREOF, the Participant has executed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the

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Plan as of the day and year first written above, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first written above.

SANDERSON FARMS, INC.
By:
	Name:	Mike Cockrell
	Title:	CFO and Treasurer
[Name]

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EX-99

Exhibit 99.1

Contact:	Mike Cockrell
	Treasurer & Chief Financial Officer
	(601) 649-4030

SANDERSON FARMS, INC. HOLDS ANNUAL MEETING OF STOCKHOLDERS

LAUREL, Miss. (February 17, 2011) — Sanderson Farms, Inc. (NASDAQ: SAFM) announced today that it held its annual meeting of stockholders this morning at its home office in Laurel, Mississippi. In the formal business conducted at the meeting, stockholders re-elected five directors to three-year terms expiring at the 2014 annual meeting. Management also reported on the Company’s performance during fiscal 2010. Re-elected to three-year terms were Lampkin Butts, President and Chief Operating Officer, Sanderson Farms, Inc.; Beverly Wade Hogan, President of Tougaloo College; Phil K. Livingston, Retired Chairman and Chief Executive Officer, Deposit Guaranty National Bank of Louisiana; Charles W. Ritter, Jr., Retired President and Director, the Attala Company and Joe F. Sanderson, Jr., Chairman and Chief Executive Officer, Sanderson Farms, Inc.

     Other directors, whose terms continue to future years, include: John H. Baker,III, Fred Banks, Jr., John Bierbusse, Mike Cockrell, Toni D. Cooley, Robert C. Khayat, Dianne Mooney, Gail Jones Pittman and Rowan H. Taylor. In other action at the annual meeting, stockholders approved the Sanderson Farms, Inc. and Affiliates Amended and Restated Stock Incentive Plan; approved, in a non-binding advisory vote, the compensation of the Company’s Named Executive Officers; determined by a majority of the votes cast that future non-binding advisory votes on compensation of the Company’s Named Executive Officers should be held every three years; and ratified the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending October 31, 2011. Ernst & Young has served as the independent auditors for Sanderson Farms since the Company went public in 1987.

     In his remarks to stockholders concerning the Company’s operations, Joe F. Sanderson, chairman of the board and chief executive officer of Sanderson Farms, said, “Fiscal 2010 was a successful year by nearly every measure. Our financial and operating performance reflects our successful execution of our strategy to combine steady, manageable growth with superior operations. We continued to make the necessary investments to ensure our future growth and improve shareholder value, as we completed our new Kinston, North Carolina complex on schedule and on budget. We began processing chicken at the new complex in January.

     “Fiscal 2010 was highlighted by record annual sales of $1.9 billion, surpassing the previous year’s record by over seven percent,” added Sanderson. “Our revenue growth reflects the solid execution of our growth strategy to steadily increase our production capacity, and our net results reflect the quality of our operations. Consumer demand for chicken products at retail grocery stores was steady throughout the year, but we continued to experience reduced demand from food service customers, reflecting the considerable slowdown in restaurant traffic across the country.

     “Our operations performed well in our industry in terms of operating efficiencies and profitability as we processed a record 2.6 billion pounds of dressed poultry in fiscal 2010 compared with 2.4 billion pounds during fiscal 2009. For fiscal 2010, we were pleased to reward our shareholders with record net income of $134.8 million, or $6.07 per share, compared with $82.3 million, or $3.94 per share, in fiscal 2009,” Sanderson concluded.

     Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh and frozen chicken and other prepared food items. Its shares trade on the NASDAQ Global Select Market under the symbol SAFM.

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Sanderson Farms Holds Annual Meeting of Stockholders
Page 2
February 17, 2011

     This press release may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to those discussed under Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended October 31, 2010, and the following:

(1)	Changes in the market price for the Company’s finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets.
(2)	Changes in economic and business conditions, monetary and fiscal policies or the amount of growth, stagnation or recession in the global or U.S. economies, either of which may affect the value of inventories, the collectability of accounts receivable or the financial integrity of customers, and the ability of the end user or consumer to afford protein.
(3)	Changes in the political or economic climate, trade policies, laws and regulations or the domestic poultry industry of countries to which the Company or other companies in the poultry industry ship product, and other changes that might limit the Company’s or the industry’s access to foreign markets.
(4)	Changes in laws, regulations, and other activities in government agencies and similar organizations applicable to the Company and the poultry industry and changes in laws, regulations and other activities in government agencies and similar organizations related to food safety.(5) Various inventory risks due to changes in market conditions.
(5)	Various inventory risks due to changes in market conditions.
(6)	Changes in and effects of competition, which is significant in all markets in which the Company competes, and the effectiveness of marketing and advertising programs. The Company competes with regional and national firms, some of which have greater financial and marketing resources than the Company.
(7)	Changes in accounting policies and practices adopted voluntarily by the Company or required to be adopted by accounting principles generally accepted in the United States.
(8)	Disease outbreaks affecting the production performance and/or marketability of the Company’s poultry products, or the contamination of its products.
(9)	Changes in the availability and cost of labor and growers.
(10)	The loss of any of the Company’s major customers.
(11)	Inclement weather that could hurt Company flocks or otherwise adversely affect its operations, or changes in global weather patterns that could impact the supply of feed grains.
(12)	Failure to respond to changing consumer preferences.
(13)	Failure to successfully and efficiently start up and run a new plant or integrate any business the Company might acquire.

     Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of Sanderson Farms. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company. When used in this press release or in the related conference call, the words “believes”, “estimates”, “plans”, “expects”, “should”, “outlook”, and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Examples of forward-looking statements include statements of the Company’s belief about future earnings.

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