Form 8-K for Collins Industries, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2005
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Collins Industries, Inc.
(Exact name of registrant as specified in its charter)
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Missouri 0-12619 43-0985160
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15 Compound Drive, Hutchinson, KS 67502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (620) 663-5551
Not Applicable
(Former name or former address, if changed since 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))
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Item 8.01 Other Events.
On November 2, 2005, Collins Industries, Inc., a Missouri corporation (the
"Company"), issued a press release announcing that the Company's Board of
Directors has approved (i) a 1-for-300 reverse stock split of the Company's
outstanding common stock to be followed immediately by a 300-for-1 forward stock
split of the Company's outstanding common stock (the "Reverse/Forward Stock
Split") and (ii) a standing option for the Company to repurchase any shares of
common stock proposed to be transferred by a shareholder after the
Reverse/Forward Stock Split if after such proposed transfer the number of
shareholders of record of the Company's common stock would equal or exceed 250
(the "Right of First Refusal").
Pursuant to the Reverse/Forward Stock Split, shareholders of record holding
fewer than 300 shares of the Company's outstanding common stock immediately
before the transaction would have such shares cancelled and converted into the
right to receive from the Company a cash payment of $7.70 for each such share
owned before the reverse stock split. Shareholders of record holding 300 or more
shares of the Company's outstanding common stock immediately before the
transaction will continue to hold the same number of shares of that class after
completion of the transaction and will not receive any cash payment for their
shares of that class. Beneficial owners of shares held in street name may or may
not have their shares affected by the Reverse/Forward Stock Split. However, the
Company plans to work with brokers and nominees to offer to treat shareholders
holding shares in street name in substantially the same manner as shareholders
whose shares are registered in their names.
The Board of Directors created a special committee of independent directors to
review the proposed Reverse/Forward Stock Split and Right of First Refusal. The
special committee received a fairness opinion from its financial advisor,
Stifel, Nicolaus & Company, Incorporated, that the per share cash consideration
to be paid in the proposed Reverse/Forward Stock Split is fair, from a financial
point of view, to the Company's shareholders that would be cashed out as a
result of the Reverse/Forward Stock Split. If a majority of the issued and
outstanding shares of the Company's common stock approve the proposed amendments
to the Company's Articles of Incorporation and the Reverse/Forward Stock Split
is implemented, the Company anticipates having fewer than 300 shareholders of
record, which would enable the Company to voluntarily terminate the registration
of its common stock under the Securities Exchange Act of 1934, as amended. Even
if the shareholders approve the Reverse/Forward Stock Split and the Right of
First Refusal, the Board of Directors reserves the right to defer or not to
implement either transaction.
A copy of the press release issued by the Company is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Collins Industries, Inc. dated November 2, 2005.
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SIGNATURE
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.
COLLINS INDUSTRIES, INC.
Date: November 2, 2005
By: /s/ Cletus C. Glasener
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Name: Cletus C. Glasener
Title: Vice President of Finance and
Chief Financial Officer
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