UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 17, 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
incorporation or organization)
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(I.R.S. Employer
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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| Item 2.05. |
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Costs Associated with Exit or Disposal Activities |
On December 17, 2010, Insteel Industries, Inc. (the “Company”) issued a press release
announcing that it was closing its facility in Wilmington, Delaware and moving the manufacturing to
its Hazleton, Pennsylvania plant. The Hazleton plant was acquired in connection with the Company’s
recent 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 49 positions at
the Wilmington facility and the addition of 15 positions at the Hazleton plant, for a net reduction
of 34 positions. It is anticipated that operations at the Wilmington facility will cease by the end
of March 2011 and the equipment will be redeployed to other Company locations.
Additional details regarding (i) the estimated amount or range of amounts with respect to each
major type of cost associated with the closing of the Wilmington facility; (ii) an estimate of the
total amount or range of amounts expected to be incurred in connection with the closing of the
Wilmington facility; and (iii) an estimate of the amount or range of amounts that will result in
future cash expenditures, will be filed on an amended Current Report on Form 8-K within four
business days after the Company makes a determination of such an estimate or range of estimates.
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 and Wilmington, Delaware
facilities; 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,