Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
CURRENT
REPORT
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date
of
Report (Date of Earliest Event Reported): August 13, 2007
Cal-Maine
Foods, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-04892
|
64-0500378
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
IRS
Employer Identification No.)
|
3320
Woodrow Wilson Avenue
Jackson,
MS 39207
(Address
of principal executive offices (zip code))
601-948-6813
(Registrant’s
telephone number, including area code)
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:
□
Written
communication 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 240.13d-4(c))
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The
Board
of Directors of the Company amended Article VI of the Company’s Bylaws,
effective August 13, 2007, to provide that by resolution the Company’s Common
Stock may be in the form of uncertificated shares. Shares represented by an
outstanding certificate may not, however, be issued in uncertificated form
until
the certificate is surrendered to the Company. The amended Article VI provides
that every holder of uncertificated shares shall upon request be entitled to
have a certificate signed by, or in the name of the Company by, the chairman
of
the Board and other specified officers of the Company.
The
amendment of Article VI implements a recently adopted NASDAQ requirement that
securities listed on NASDAQ, such as the Company’s Common Stock, be eligible for
a Direct Registration Program operated by a clearing agency such as The
Depository Trust Company. A Direct Registration Program allows an investor
to
have securities registered in the investor’s name without having a physical
certificate issued to the investor.
The
full
text of the Bylaws, including amended Article VI, is filed as Exhibit 3.1 to
this Current Report.
Item
9.01. Financial
Statements and Exhibits
(d)
Exhibits
3.2
Bylaws, as amended.
SIGNATURE
CAL-MAINE
FOODS, INC.
Date:
August 17,
2007
By:
/s/ Fred R. Adams,
Jr.
Fred
R.
Adams, Jr.
Chairman
of the Board and Chief Executive Officer