CALM Cal Maine Foods Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported): October 3, 2014 

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

3320 Woodrow Wilson Avenue

Jackson, MS 39207

(Address of principal executive offices (zip code))

601-948-6813

(Registrant’s telephone number, including area code)

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 8.01   Other Events

On October 3, 2014, the Company announced  that its Board of Directors had approved a two-for-one stock split for shares of the Company’s common stock and Class A common stock, to be effected as a dividend.  A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report.

Item 9.01.   Financial Statements and Exhibits

(d)  Exhibits

99.1    Press Release issued by the Company on October 3, 2014

SIGNATURES

Pursuant to the requirements for 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.

.     

CAL-MAINE FOODS ANNOUNCES TWO-FOR-ONE STOCK SPLIT

JACKSON, Miss. (October 3, 2014)   Cal-Maine Foods, Inc. (NASDAQ:CALM) today announced that its Board of Directors has approved a two-for-one stock split for shares of the Company’s common stock and Class A common stock, to be effected via a stock dividend.  Shareholders will receive one share of stock for each share they hold.    The new shares will be distributed on October 31, 2014, to shareholders of record at the close of business on October 17, 2014.

On July 25, 2014, the Board of Directors recommended to the shareholders of the Company that its Amended Certificate of Incorporation be amended to provide for sufficient authorized shares to facilitate a two-for-one split.  At the Company’s annual meeting of shareholders held today in Jackson, Mississippi, shareholders approved the amendment to increase the number of authorized shares of $0.01 par value common stock to 120,000,000 from 60,000,000 and increase the number of authorized shares of $0.01 par value Class A common stock to 4,800,000 from 2,400,000.  The Company will continue to pay dividends on all common shares and Class A common shares pursuant to Cal-Maine Foods’ variable dividend policy.

Dolph Baker, chairman, president and chief executive officer of Cal-Maine Foods, Inc., stated, "We believe the Board’s action to implement a stock split reflects its confidence in Cal-Maine Foods’ prospects for further growth.  We expect the stock split will expand the distribution and enhance the market liquidity of the Company’s shares and serve to benefit both our current and future shareholders.” 

Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing and sale of fresh shell eggs, including conventional, cage-free, organic and nutritionally-enhanced eggs.  The Company, which is headquartered in Jackson, Mississippi, is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its shell eggs in approximately 29 states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.

Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  The forward-looking statements are based on management’s current intent, belief, expectations, estimates and projections regarding our company and our industry.  These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and may be beyond our control.  The factors that could cause actual results to differ materially from those projected in the forward‑looking statements include, among others, (i) the risk factors set forth in the Company’s SEC filings (including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8‑K), (ii) the risks and hazards inherent in the shell egg business (including disease, pests, weather conditions and potential for recall), (iii) changes in the demand for and market prices of shell eggs and feed costs, (iv) risks, changes or obligations that could result from our future acquisition of new flocks or businesses, and (v) adverse results in pending litigation matters. SEC filings may be obtained from the SEC or the Company’s website, www.calmainefoods.com.  Readers are cautioned not to place undue reliance on forward-looking statements because, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate.  Further, the forward‑looking statements included herein are only made as of the respective dates thereof, or if no date is stated, as of the date hereof.  Except as otherwise required by law, we disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.