UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2007
----------------
Culp, Inc.
----------
(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-12781 56-1001967
- ----------------------------- ------------------------ --------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1823 Eastchester Drive
High Point, North Carolina 27265
-----------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
(336) 889-5161
-----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-----------------------------------------------------
(Former name or address, if changed from last report)
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))
Forward-Looking Statements
This report is filed by Culp, Inc. (the "Company"). This report contains
statements that may be deemed "forward-looking statements" within the meaning of
the federal securities laws, including the Private Securities Litigation Reform
Act of 1995 (Section 27A of the Securities Act of 1933 and Section 27A of the
Securities and Exchange Act of 1934). Such statements are inherently subject to
risks and uncertainties. Further, forward-looking statements are intended to
speak only as of the date on which they are made. Forward-looking statements are
statements that include projections, expectations or beliefs about future events
or results or otherwise are not statements of historical fact. Such statements
are often but not always characterized by qualifying words such as "anticipate,"
"expect," "believe," "estimate," "plan" and "project" and their derivatives, and
include but are not limited to statements about the Company's future operations,
production levels, sales, SG&A or other expenses, margins, gross profit,
operating income, earnings or other performance measures. Factors that could
influence the matters discussed in such statements include the level of housing
starts and sales of existing homes, consumer confidence, trends in disposable
income, and general economic conditions. Decreases in these economic indicators
could have a negative effect on the Company's business and prospects. Likewise,
increases in interest rates, particularly home mortgage rates, and increases in
consumer debt or the general rate of inflation, could affect the Company
adversely. Changes in consumer tastes or preferences toward products not
produced or marketed by the Company could erode demand for the Company's
products. In addition, strengthening of the U.S. dollar against other currencies
could make the Company's products less competitive on the basis of price in
markets outside the United States. Also, economic and political instability in
international areas could affect the Company's operations or sources of goods in
those areas, as well as demand for the Company's products in international
markets. Finally, unanticipated delays or costs in executing restructuring
actions could cause the cumulative effect of restructuring actions to fail to
meet the objectives set forth by management. Other factors that could affect the
matters discussed in forward-looking statements are included in the Company's
periodic reports filed with the Securities and Exchange Commission, including
the "Risk Factors" section in the Company's most recent annual report on form
10-K.
Item 3.02. Unregistered Sales of Equity Securities.
The Company previously reported the sale of shares of its common stock (the
"Shares") to International Textile Group, Inc. ("ITG") pursuant to an Asset
Purchase Agreement (the "Asset Agreement") dated January 11, 2007. The Asset
Agreement was previously disclosed and filed as Exhibit 10.1 to the Company's
report on Form 8-K dated January 11, 2007. The transactions described in the
Asset Agreement, including the sale of the Shares to ITG, closed on January 22,
2007, which was reported in a report on Form 8-K dated January 26, 2007. The
number of shares sold was subject to adjustment under the terms of the Asset
Agreement. This report is filed to disclose that the actual number of shares of
the Company's common stock sold pursuant to the Asset Agreement was 798,582.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On February 1, 2007, the Company's board of directors took action to
appoint Franklin N. Saxon as chief executive officer of the Company, effective
May 1, 2007. Robert G. Culp, III, who currently serves as the Company's chairman
of the board and chief executive officer, will continue to serve as chairman of
the Company. . Mr. Saxon and Mr. Culp both serve as directors of the Company.
Mr. Culp, age 60, has served as chief executive officer of the Company since
1988 and chairman of the board since 1990. Mr. Saxon, age 54, is currently
president and chief operating officer of the Company, having served in that
position since 2004. He also serves as the Company's principal financial
officer. He was executive vice president and chief financial officer from 2001
to 2004. A press release issued by the Company on February 5, 2007 to disclose
these changes is included in this filing as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Press Release dated February 5, 2007
2
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: February 7, 2007
Culp, Inc.
By: /s/ Kenneth R. Bowling
----------------------
Kenneth R. Bowling
Vice President - Finance, Treasurer
3
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
99.1 Press Release dated February 5, 2007
Exhibit 99.1
Culp Names Frank Saxon as Chief Executive Officer
HIGH POINT, N.C.--(BUSINESS WIRE)--Feb. 5, 2007--Culp, Inc. (NYSE: CFI)
today announced the company has named Franklin N. Saxon, age 54, chief executive
officer, effective May 1, 2007. Robert G. Culp, III, age 60, chairman of the
board and chief executive officer, will continue to serve as chairman of the
company and will continue to be actively involved in key customer and industry
relationships.
Saxon joined Culp in 1983 as corporate controller and served as the
company's chief financial officer from 1985 to 1998, leaving that position to
serve as senior vice president and president of the former Culp Velvet/Prints
division. Saxon was elected to the Board of Directors in 1988. In addition to
his duties as president of the Culp Velvets/Prints division, in 2001 he was
named the company's executive vice president, chief financial officer and
treasurer. He became the company's president in 2004, assuming the
responsibilities as its chief operating officer.
Robert G. Culp, III, chairman of the board and chief executive officer of
Culp, Inc., said, "Frank Saxon is well prepared and exceptionally well qualified
to become chief executive officer of our company. As important transitions
continue for Culp, we are highly confident in Frank's ability to serve in this
position. His long history and diverse responsibilities with the company reflect
his dedication and leadership abilities. In recent years he has been
instrumental in bringing about the significant strategic and operational changes
which have allowed the company to survive and progress through a rapidly
changing industry environment and, as a result, Culp is now well positioned to
succeed in a highly challenging international market. On behalf of the Board of
Directors, we are delighted to promote Frank to the chief executive officer
position, and we look forward to working with Frank to execute our strategy and
enhance Culp's competitive position in today's global marketplace."
Commenting on the announcement, Saxon added, "It is a privilege to take on
this new role with the company and continue the tradition of excellence set by
Rob Culp and his family. Rob has played a vital role in the growth and success
of Culp since he started the business with his father, Robert G. Culp, Jr. and
Howard Dunn in 1972 as a small, but ambitious, company to sell upholstery
fabrics. Rob became chief executive officer in 1988, and chairman in 1990, and
under his leadership the company has grown into one of the world's largest
marketers of mattress fabrics for bedding and upholstery fabrics for furniture.
Our ability to address changing market conditions, deliver innovative fabrics
and provide exceptional service reflects Rob's vision and dedication to
customers. We will continue to benefit from his experience, customer and
industry relationships, and commitment to the company's strategic objectives. I
look forward to continuing my strong working relationship with Rob as we move
into our new roles with Culp."
About Culp, Inc.
Culp, Inc. is one of the world's largest marketers of mattress fabrics for
bedding and upholstery fabrics for furniture. The company's fabrics are used
principally in the production of bedding products and residential and commercial
upholstered furniture.
This release contains statements that may be deemed "forward-looking
statements" within the meaning of the federal securities laws, including the
Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities
Act of 1933 and Section 27A of the Securities and Exchange Act of 1934). Such
statements are inherently subject to risks and uncertainties. Further,
forward-looking statements are intended to speak only as of the date on which
they are made. Forward-looking statements are statements that include
projections, expectations or beliefs about future events or results or otherwise
are not statements of historical fact. Such statements are often but not always
characterized by qualifying words such as "anticipate", expect," "believe,"
"estimate," "plan" and "project" and their derivatives, and include but are not
limited to statements about the company's future operations, production levels,
sales, SG&A or other expenses, margins, gross profit, operating income, earnings
or other performance measures. Factors that could influence the matters
discussed in such statements include the level of housing starts and sales of
existing homes, consumer confidence, trends in disposable income, and general
economic conditions. Decreases in these economic indicators could have a
negative effect on the company's business and prospects. Likewise, increases in
interest rates, particularly home mortgage rates, and increases in consumer debt
or the general rate of inflation, could affect the company adversely. Changes in
consumer tastes or preferences toward products not produced or marketed by the
company could erode demand for the company's products. In addition,
strengthening of the U.S. dollar against other currencies could make the
company's products less competitive on the basis of price in markets outside the
United States. Also, economic and political instability in international areas
could affect the company's operations or sources of goods in those areas, as
well as demand for the company's products in international markets. Finally,
unanticipated delays or costs in executing restructuring actions could cause the
cumulative effect of restructuring actions to fail to meet the objectives set
forth by management. Other factors that could affect the matters discussed in
forward-looking statements are included in the company's periodic reports filed
with the Securities and Exchange Commission, including the "Risk Factors"
section in the company's most recent annual report on form 10-K.
CONTACT: Culp Inc., High Point
Investors:
Kenneth R. Bowling, 336-881-5630
Vice President of Finance
or
Media:
Kenneth M. Ludwig, 336-889-5161
Senior Vice President, Human Resources