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): May 26, 2005
FAB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-5901 13-2581181
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(Commission File Number) (IRS Employer Identification No.)
200 MADISON AVENUE, NEW YORK, NEW YORK 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 592-2700
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NOT APPLICABLE
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(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) On May 26, 2005, Fab Industries, Inc. ("Fab") entered into a
definitive agreement for the "as is, where is" sale, on a going concern basis,
of all of its assets and the assumption of all of its liabilities to SSJJJ
Manufacturing, LLC, an acquisition vehicle owned by several members of the
Company's management, including Steven Myers, the Company's President and Chief
Operating Officer ("SSJJJ"), at a cash price of $3.15 per share, for an
aggregate consideration of $16,427,347. The purchase price will be paid at the
closing of the transaction by having Fab retain an amount of cash equal to
$16,427,347, with any cash shortfall from such amount to be paid by SSJJJ. The
foregoing description of the sale transaction is qualified in its entirety by
reference to the asset purchase agreement, which is furnished as Exhibit 99.1
hereto and incorporated herein in its entirety by reference.
(b) On May 27, 2005, Fab entered into a trust agreement (the
"Trust Agreement") pursuant to which Fab will transfer all of its assets and
liabilities, including those under the purchase agreement described under
paragraph (a) above, to the Fab liquidating trust. The transfer to the trust
will be effective as of 5:00 PM New York City time on May 27, 2005. The
circumstances relating to the transfer to the liquidating trust are more fully
described in Item 8.01 below. The Trust Agreement provides that interests in the
trust are not transferable, except transfers by will, intestate succession or by
operation of law. The initial trustee of the trust will be Mr. Samson Bitensky,
Fab's Chairman and Chief Executive Officer and the trust will have a three year
duration. The foregoing description of the Trust Agreement is qualified in its
entirety by reference to the Trust Agreement, which is furnished as Exhibit 99.2
hereto and incorporated herein in its entirety by reference.
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On May 27, 2005, Fab filed an application for the delisting of its
common stock from The American Stock Exchange ("AMEX"). May 27, 2005, will be
the last day Fab's common stock will trade on the AMEX. The circumstances
relating to the application for delisting and the cessation of trading are more
fully described in Item 8.01 below.
ITEM 8.01. OTHER EVENTS
On May 27, 2005, Fab issued a press release announcing its entry
into a definitive agreement for the sale of all of its assets, its entry into
the Trust Agreement, the cessation of the trading of its common stock on the
AMEX and certain other matters relating to the foregoing. Under Fab's Plan of
Liquidation and Dissolution (the "Plan") that was adopted by the Company's
stockholders on May 30, 2002, Fab is required to transfer its assets and
liabilities to a liquidating trust for the benefit of Fab's stockholders on May
30, 2005 if Fab's business has not been sold by such date. The Plan further
provides that, upon the transfer of the Fab's assets and liabilities to the
trust, Fab's stock transfer books
will close and its common stock will be delisted from trading on the AMEX. Since
May 30, 2005 is not a business day, the transfer to the trust and the delisting
of Fab's common stock from AMEX will occur following the close of business on
Friday, May 27, 2005. Consequently, Friday, May 27, 2005, will be the last day
Fab's common stock will trade on the AMEX. Fab will file its certificate of
dissolution, effective as of the close of business on Friday, May, 27, 2005, at
which time all of its assets, including the definitive agreement for the sale of
the business, and all of Fab's liabilities will be transferred to the
liquidating trust. Thereafter, certificates representing shares of Fab common
stock will not be assignable or transferable, except by will, intestate
succession or by operation of law and the proportionate interests of all of
Fab's stockholders in the trust will be fixed on the basis of their respective
stock holdings at the close of business on Friday, May 27, 2005. After such
date, any distributions made by the trust will be made solely to the
stockholders of record of Fab at the close of business on May 27, 2005, except
as may be necessary to reflect subsequent transfers by will, intestate
succession or by operation of law. A copy of the press release is furnished as
Exhibit 99.3 hereto and incorporated herein in its entirety by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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Exhibit 99.1 Asset Purchase Agreement dated May 26, 2005.
Exhibit 99.2 Trust Agreement dated May 27, 2005.
Exhibit 99.3 Press release of Fab Industries, Inc. dated
May 27, 2005.
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.
FAB INDUSTRIES, INC.
By: /s/ Samson Bitensky
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Name: Samson Bitensky
Title: Chairman of the Board and
Chief Executive Officer
Date: May 27, 2005
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Asset Purchase Agreement dated May 26, 2005.
99.2 Trust Agreement dated May 27, 2005.
99.3 Press release of Fab Industries, Inc. dated May 27, 2005.