Jaclyn Inc - Current report filing (8-K)
May 12 2008 - 4:55PM
Edgar (US Regulatory)
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): May 7, 2008
Jaclyn, Inc.
(Exact
name of registrant as specified in its charter)
Commission File Number 1-5863
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Delaware
(State or other jurisdiction of incorporation or
organization)
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22-1432053
(IRS Employer Identification Number)
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197 West Spring Valley Avenue
Maywood, New Jersey
(Address of principal executive offices)
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07607
(Zip code)
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(201) 909-6000
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(Registrant's telephone number, including area
code)
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Not Applicable
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(Former Name or Former Address, if
Changed Since Last Report)
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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
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
The information set forth in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
Jaclyn, Inc., a Delaware corporation (the
“
Company
”), held a special
meeting of stockholders on May 7, 2008. At the special meeting, a majority of outstanding
shares of the Company’s common stock, $1.00 par value per share, adopted and approved
amendments to the Company’s certificate of incorporation to effect a reverse stock
split of the Company’s issued and outstanding shares of common stock at a ratio of
1-for-250, followed immediately by a 250-for-1 forward stock split of the shares of common
stock. The amendments were adopted and approved with (a) 1,859,700 shares of common stock
voting in favor of the reverse stock split, 85,748 shares voting against the reverse stock
split and 4,498 shares voting to abstain, and (b) 1,859,138 shares of common stock voting
in favor of the forward stock split, 86,310 shares voting against the forward stock split
and 4,498 shares voting to abstain. The aggregate number of shares of common stock
represented in person or by proxy at the special meeting was 1,949,946 or 79% of the
2,468,614 issued and outstanding shares of common stock entitled to vote on the proposal,
and constituted a quorum for the transaction of business. On May 7, 2008, the Company also
filed a Form 25 with the Securities and Exchange Commission to voluntarily withdraw its
common stock from listing on the American Stock Exchange (the
“
Exchange
”) and to
deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended.
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.
Date: May 12,
2008
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JACLYN, INC.
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By:
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/s/
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Anthony C.
Christon
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Anthony C. Christon, Vice President and
Chief Financial Officer
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