-----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, CcnsvM8uVbJ2I+bTSWGAUylXKolImbLNhJG+WxnClDYjcTounEeP2V1XhPAObqwt w/MOFlvDr2qZ0Y6PbvGFRg== 0000950134-02-000009.txt : 20020413 0000950134-02-000009.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950134-02-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 ITEM INFORMATION: Other events FILED AS OF DATE: 20020102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24450 FILM NUMBER: 2500400 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 8-K 1 c66772e8-k.txt FORM 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): December 31, 2001 RAWLINGS SPORTING GOODS COMPANY, INC. ------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-24450 43-1674348 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 1859 Intertech Drive, Fenton, Missouri 63026 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (636) 349-3500 ----------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE The Board of Directors of Rawlings Sporting Goods Company, Inc. (the "Company"), has directed that the rights issued pursuant to the Rights Agreement, dated July 1, 1994, by and between the Company and ChaseMellon Shareholder Services, as amended (the "Rights Agreement"), shall be redeemed and the Rights Agreement terminated. The redemption and termination will become effective December 31, 2001. All holders of record as of December 31, 2001, of the rights will be entitled to a redemption price of $.01 per right held by such person. The Company will pay the redemption price in common shares of the Company at the value of $$2.8337, calculated in accordance with the provisions of the Rights Agreement. At the Annual Meeting of Stockholders, held on April 13, 2000, a stockholder of the Company introduced a resolution requesting the Board of Directors revoke the Rights Agreement. The stockholder proposal was ratified by a majority of the shares voting at the meeting. Although the Board of Directors was not bound by the stockholders' vote on this matter, the Board took the stockholders' decision into consideration when reevaluating the Rights Agreement. The Board determined to provide the stockholders with the opportunity to have a binding vote on the retention or termination of the Rights Agreement, and submitted a proposal to the stockholders for consideration at the Annual Meeting of Stockholders held on May 15, 2001. The Board's proposal provided that if a majority of the shares voting at the meeting did not vote for retention of the Rights Agreement, the rights would be redeemed and the Rights Agreement would be terminated effective as of December 31, 2001. A majority of the shares voting at the meeting did not vote for the retention of the Rights Agreement, thereby resulting in the Board's action to redeem the rights effective December 31, 2001. 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. RAWLINGS SPORTING GOODS COMPANY, INC. Date: January 2, 2002 By: /s/ Stephen M. O'Hara --------------------------------------------- Stephen M. O'Hara, Chief Executive Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----