UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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 (see General Instruction A.2. below):
(17 CFR 240.14d-2(b))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Item 7.01 | Regulation FD Disclosure. |
On August 24, 2022, Flexsteel Industries, Inc. (the “Company”) issued a press release disclosing the response of its Board of Directors to the unsolicited proposal from CSC Generation Holdings, Inc. to acquire all of the Company’s outstanding shares of common stock. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 – Press Release by Flexsteel Industries, Inc. dated August 24, 2022.
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.
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| FLEXSTEEL INDUSTRIES, INC. | |
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| (Registrant) | |
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Date: August 25, 2022 |
| By: | /s/ G. Alejandro Huerta |
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| G. Alejandro Huerta |
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| Chief Financial Officer |
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Exhibit 99.1
Flexsteel Confirms Receipt of Unsolicited Proposal from CSC Generation Holdings
Shareholders Need Take No Action at this Time
Dubuque, IA – August 24, 2022 — Flexsteel Industries, Inc. (NASDAQ: FLXS) (“Flexsteel” or the “Company”), today confirmed it has received an unsolicited preliminary non-binding proposal from CSC Generation Holdings, Inc. to acquire all outstanding shares of Flexsteel for $20.80 per share in cash. Prior to today’s public proposal, Flexsteel had no interaction with CSC Generation Holdings or any knowledge of its proposal.
Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Flexsteel Board of Directors will carefully review and evaluate the proposal to determine the course of action that it believes is in the best interest of the Company and all of its shareholders.
Flexsteel shareholders need take no action at this time. The Company does not intend to comment further on CSC Generation Holdings’ proposal until the Board has completed its review.
About Flexsteel
Flexsteel Industries, Inc., and Subsidiaries (the “Company”) is one of the largest manufacturers, importers, and marketers of residential furniture products in the United States. Product offerings include a wide variety of furniture such as sofas, loveseats, chairs, reclining rocking chairs, swivel rockers, sofa beds, convertible bedding units, occasional tables, desks, dining tables and chairs, kitchen storage, bedroom furniture, and outdoor furniture. A featured component in most of the upholstered furniture is a unique steel drop-in seat spring from which the name “Flexsteel” is derived. The Company distributes its products throughout the United States through its e-commerce channel and direct sales force.
CONTACTS:
Investors:
Investors@flexsteel.com
Media:
FGS Global
George Sard / Jared Levy / Bryan Locke
Flexsteel-FGS@fgsglobal.com
