Current Report Filing (8-k)
October 30 2020 - 5:31PM
Edgar (US Regulatory)
SANDERSON FARMS INC false 0000812128 0000812128 2020-10-29 2020-10-29
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): October 29, 2020
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
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Mississippi
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1-14977
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64-0615843
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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127 Flynt Road
Laurel, Mississippi
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39443
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(Address of principal executive offices)
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(Zip Code)
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(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Common stock, $1 par value per share
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SAFM
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 7 – Regulation FD
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Item 7.01
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Regulation FD Disclosure.
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On October 29, 2020, the Registrant issued a press release stating that, contrary to media reports, it had not received a proposal from Tyson Foods and Durational Capital Management, L.P. (“Durational”). The press release stated that the Registrant’s Board of Directors had unanimously rejected an unsolicited proposal from Durational to acquire the Registrant for $142 per share. The press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibits 99.1 and 99.2 is being “furnished” to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
Section 9 – Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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)
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Date: October 30, 2020
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By:
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/s/ D. Michael Cockrell
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D. Michael Cockrell
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Treasurer, Chief Financial Officer and Chief Legal Officer
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