iiin20241116_8k.htm
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0000764401
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2024-11-18
2024-11-18
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): November 18, 2024
Insteel Industries Inc.
(Exact Name of Registrant as Specified in Charter)
North Carolina
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1-9929
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56-0674867
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1373 Boggs Drive
Mount Airy, North Carolina 27030
(Address of Principal Executive Offices, and Zip Code)
(336) 786-2141
Registrant’s Telephone Number, Including Area Code
(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):
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Written communication 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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock (No Par Value) |
IIIN |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.05. Costs Associated with Exit or Disposal Activities
The information set forth under Item 8.01 below is hereby incorporated into this Item 2.05 by reference.
Item 8.01. Other Events
On November 18, 2024, Insteel Industries Inc. issued a News Release announcing that its wholly-owned subsidiary, Insteel Wire Products Company (together referred to as “Insteel” or the “Company”), will be closing its facility in Warren, Ohio, and moving the manufacturing to the Company’s remaining welded wire reinforcement production facilities.
The consolidation of the Company’s welded wire manufacturing operations is expected to result in the elimination of up to 35 positions at the Warren facility. It is anticipated that operations at the Warren facility will cease by the end of November 2024. Insteel expects to incur a restructuring charge of approximately $1.9 million related to the facility's closure, which includes $0.6 million for equipment relocation costs, $0.2 million for employee separation costs, $0.5 million for asset impairment and $0.6 million for other closure-related costs. Insteel expects that the restructuring charges, other than asset impairment, will consist of cash expenditures, which are anticipated to begin in the first quarter of fiscal 2024 and continue through the remainder of the fiscal year.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 Current Report, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, they are subject to a number of risks and uncertainties, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in detail and are updated from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), in particular in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.
All forward-looking statements attributable to us or persons acting on our 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 we do not undertake 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.
Item 9.01. Financial Statements and Exhibits
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 thereunto duly authorized.
INSTEEL INDUSTRIES, INC.
By: |
/s/ Elizabeth C. Southern |
Name: |
Elizabeth C. Southern |
Title: |
Vice President Administration, Secretary and Chief Legal Officer |
Date: |
November 18, 2024 |