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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2010
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
| Mississippi | 1-14977 | 64-0615843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 127 Flynt Road | ||
| Laurel, Mississippi | 39443 | |
| (Address of principal executive offices) | (Zip Code) |
(601) 649-4030
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 3 — Securities and Trading Markets
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 16, 2010, the Registrant received a letter from the staff of the Listing
Qualifications Office of the NASDAQ Stock Market LLC, determining that the Registrant failed to
comply with Listing Rule 5635(c) that listed companies obtain stockholder approval before issuing
stock under an equity compensation plan.
The Registrant maintains a stock incentive plan, originally approved by its stockholders on
February 17, 2005, under which it may make awards of restricted stock and other equity-based
awards. The plan contains a provision that no more than 562,500 shares may be granted under the
plan in the form of restricted stock. In connection with the preparation of its 2010 annual report
on Form 10-K, the Registrant determined that it had exceeded the 562,500 share limit beginning with
restricted stock grants it made on November 1, 2009.
The Registrant promptly reported the foregoing to the Listing Qualifications Office of NASDAQ
on December 13, 2010. On that day, the Listing Qualifications Office orally informed the
Registrant of its view that the issuance of restricted shares in excess of the plan limit caused
the Registrant to fail to satisfy the stockholder approval requirement of Rule 5635(c). The staff
subsequently transmitted to the Registrant its December 16, 2010 letter.
In its letter, the staff provided that the Registrant has 45 calendar days to submit a plan to
NASDAQ to regain compliance with its rules. The Registrant intends to
file its plan promptly. If NASDAQ accepts the Registrant’s plan, it can grant
the Registrant an extension of up to 180 days from the date of its letter to evidence compliance.
The letter also noted that NASDAQ will include the Registrant on its list of non-compliant
companies beginning five business days from the date of the letter. Finally, the staff noted that
Listing Rule 5810(b) requires that the Registrant publicly disclose receipt of the letter. The
Registrant complies with this requirement by filing this Current Report.
In response to the staff’s determination, the Compensation Committee of the Registrant’s Board
of Directors voted on December 13, 2010 to rescind the grant of restricted stock it had approved
under the stock incentive plan on October 20, 2010, agreements
for which had not yet been completed. As previously reported in the Registrant’s
Current Report on Form 8-K filed on October 26, 2010, which report is incorporated herein by
reference, this grant included 8,500 restricted shares to each of Lampkin Butts, President and
Chief Operating Officer, and Mike Cockrell, Treasurer and Chief Financial Officer, and 1,000
shares to James A. Grimes, Secretary and Chief Accounting Officer.
While
the Registrant has not yet proposed a written plan to NASDAQ to bring
itself into compliance, its Board of Directors had already voted, on
October 21, 2010, to approve its Compensation Committee’s
recommendation that the Registrant seek stockholder approval at its annual meeting of
stockholders to be held on February 17, 2011 of amendments to
the stock incentive plan, including an increase in the plan limit from 562,500 to
1,562,500 restricted shares. The Registrant expects that its plan to
NASDAQ will include cancelling certain outstanding, unvested grants of restricted
stock to senior officers if stockholder approval to increase the plan
limit on restricted stock is not obtained.
Currently, the Registrant believes that the number of affected outstanding restricted shares
is 26,461.
Section 5 — Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information provided in Item 3.01 of this report is incorporated by reference into this
Item 5.02.
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.
| SANDERSON FARMS, INC. (Registrant) |
||||
| Date: December 17, 2010 | By: | /s/ D. Michael Cockrell | ||
| D. Michael Cockrell | ||||
| Treasurer and Chief Financial Officer | ||||