UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2010
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
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| North Carolina
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56-0674867 |
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| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 1373 Boggs Drive, Mount Airy,
North Carolina
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27030 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (336) 786-2141
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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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Explanatory Note
Insteel Industries, Inc. (the “Company”) is filing this amendment to its Current Report on
Form 8-K, as filed with the U.S. Securities and Exchange Commission on December 8, 2010, to provide
(i) the estimated amount or range of amounts with respect to each major type of cost associated
with the previously announced closure of its leased facility in Houston, Texas; (ii) an estimate of
the total amount or range of amounts expected to be incurred in connection with the closure of the
Houston facility; and (iii) an estimate of the amount or range of amounts that will result in
future cash expenditures.
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| Item 2.05. |
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Costs Associated with Exit or Disposal Activities |
On December 8, 2010, the Company issued a press release announcing that it was closing its
leased facility in Houston, Texas and moving the manufacturing to its Dayton, Texas plant. The
production equipment at the Houston facility was acquired in connection with the Company’s November
2010 purchase of certain of the assets of Ivy Steel & Wire, Inc. (“Ivy”).
The consolidation of the plants is expected to result in the elimination of 67 positions at
the Houston facility and the addition of 19 positions at the Dayton plant, which will be offered to
the Houston employees, for a net reduction of 48 positions. It is anticipated that operations at
the Houston facility will cease by the end of February 2011 and the equipment will be redeployed to
other Company locations.
The Company expects to incur total costs of approximately $2.5 million in connection with the
closure of the Houston facility, which includes $1.4 million for asset impairment charges to write
down the value of the long-lived assets, $0.4 million for employee separation costs, $0.5 million
for future lease obligations and $0.2 million for equipment relocation costs. The future cash
expenditures associated with the closure of the Houston facility are expected to represent
approximately $1.1 million of the $2.5 million of total costs.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, the
words “believes,” “anticipates,” “expects,” “estimates,” “plans,” “intends,” “may,” “should” and
similar expressions are intended to identify forward-looking statements. Although the Company
believes that its plans, intentions and expectations reflected in or suggested by such
forward-looking statements are reasonable, such forward-looking statements are subject to a number
of risks and uncertainties, and the Company can provide no assurances that such plans, intentions
or expectations will be achieved. Many of these risks and uncertainties are discussed in detail in
the Company’s periodic and other reports and statements that it files with the U.S. Securities and
Exchange Commission (the “SEC”), in particular in its Annual Report on Form 10-K for the year ended
October 2, 2010. You should carefully review these risks and uncertainties.
All forward-looking statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these cautionary statements. All forward-looking
statements speak only to the respective dates on which such statements are made and the Company
does not undertake and specifically declines any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any future events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events, except as may be required by law.
It is not possible to anticipate and list all risks and uncertainties that may affect the
Company’s future operations or financial performance; however, they include, but are not limited
to, the following: potential difficulties that may be encountered in integrating the acquisition of
certain assets of Ivy into the Company’s existing business; potential difficulties in realizing
synergies, including reduced operating costs, with respect to the Company’s acquisition of certain
assets of Ivy and the cessation of operations at the Houston, Texas facility; competitive and
customer responses to the Company’s expanded business; general economic and competitive conditions
in the markets in which the Company operates; credit market conditions and the relative
availability of financing to the Company, its customers and the construction industry as a whole;
the continuation of reduced spending for nonresidential construction, particularly commercial
construction, and the impact on demand for the Company’s products; the timing of the resolution of
a new multi-year federal transportation funding authorization and the magnitude of the
infrastructure-related funding provided for that requires the use of the Company’s products; the
severity and duration of the downturn in residential construction and the impact on those portions
of the Company’s business that are correlated with the housing sector; the cyclical nature of the
steel and building
material industries; fluctuations in the cost and availability of the Company’s primary raw
material, hot-rolled steel wire rod, from domestic and foreign suppliers; competitive pricing
pressures and the Company’s ability to raise selling prices in order to recover increases in wire
rod costs; changes in U.S. or foreign trade policy affecting imports or exports of steel wire rod
or the Company’s products; unanticipated changes in customer demand, order patterns and inventory
levels; the impact of weak demand and reduced capacity utilization levels on the Company’s unit
manufacturing costs; the Company’s ability to further develop the market for engineered structural
mesh (“ESM”) and expand its shipments of ESM; legal, environmental, economic or regulatory
developments that significantly impact the Company’s operating costs; unanticipated plant outages,
equipment failures or labor difficulties; continued escalation in certain of the Company’s
operating costs; and the other risks and uncertainties discussed in the Company’s Annual Report on
Form 10-K for the year ended October 2, 2010 and in other filings made by the Company with the SEC.
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| Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit 99.1
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Press release dated December 8, 2010 announcing consolidation
of Texas facilities (incorporated by reference to Exhibit
99.1 of the Company’s Current Report on Form 8-K filed on
December 8, 2010). |