0000016160 False ☐ ☐ ☐ ☐ ☐ 0000016160 2023-09-28 2023-09-28
 
 
 
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
Date of Report (Date of Earliest Event Reported):
September 28, 2023
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(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 (see General Instruction
 
A.2 below):
☐
 
Written communications 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 240.13e-4(c))
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, $0.01 par value per share
CALM
The
NASDAQ
 
Global Select Market
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
☐
 
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 8.01.
 
Other Events
On September 28, 2023, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing it had reached a definitive
agreement to acquire substantially all of the assets of Fassio Egg Farms, Inc., relating to its commercial shell egg production
and processing business. A
 
copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report.
Item 9.01.
 
Financial Statements and Exhibits
(d)
 
Exhibits
Exhibit
Number
Description
99.1
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
 
Pursuant to the requirements for 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.
 
 
 
 
 
CAL-MAINE FOODS, INC.
Date:
September 28, 2023
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer
exhibit991p1i0
Exhibit 99.1
-MORE-
Contacts:
Sherman Miller, President and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
Cal-Maine Foods, INC. ANNOUNCES DEFINITIVE AGREEMENT TO
ACQUIRE EGG PRODUCTION ASSETS OF FASSIO EGG FARMS, INC.
RIDGELAND, Miss. (September 28, 2023)
 
- Cal-Maine Foods, Inc.
 
(NASDAQ: CALM) (“Cal-Maine Foods”
or
 
the
 
“Company”),
 
the
 
largest
 
producer
 
and
 
distributor
 
of
 
fresh
 
shell
 
eggs
 
in
 
the
 
United
 
States,
 
today
announced
 
a
 
definitive
 
agreement
 
to
 
acquire
 
substantially
 
all
 
the
 
assets
 
of
 
Fassio
 
Egg
 
Farms,
 
Inc.
(“Fassio”),
 
related
 
to
 
its
 
commercial
 
shell
 
egg
 
production
 
and
 
processing
 
business.
 
The
 
assets
 
to
 
be
acquired,
 
subject
 
to
 
the
 
completion
 
of
 
this
 
transaction,
 
include
 
commercial
 
shell
 
egg
 
production
 
and
processing
 
facilities
 
with
 
current
 
capacity
 
of
 
approximately
 
1.2
 
million
 
laying
 
hens,
 
primarily
 
cage-free,
feed mill, pullets,
 
fertilizer production
 
and composting
 
operation and
 
land located in
 
Erda, Utah,
 
outside
Salt Lake City.
 
The Company expects to
 
close the transaction in
 
the next few weeks,
 
subject to customary
closing conditions.
 
Commenting on
 
the announcement,
 
Sherman Miller,
 
president and
 
chief executive
 
officer of
 
Cal-
Maine Foods,
 
Inc., stated,
 
“We are
 
excited about
 
the opportunity
 
to expand
 
our market
 
presence in
 
Utah
and the
 
western United
 
States with
 
the proposed
 
acquisition of
 
these assets
 
from Fassio.
 
The additional
production capacity, especially for cage-free eggs, will enhance our ability to serve
 
our valued customers in
this important market area.
 
Fassio has been a leader in the egg production business since 1915 and enjoys
a solid
 
reputation in
 
the community.
 
We look
 
forward to
 
working with
 
the Fassio
 
team as
 
we extend
 
our
market reach and deliver greater value to both our customers and shareholders.”
About Cal-Maine Foods
Cal-Maine Foods,
 
Inc. is
 
primarily engaged
 
in the
 
production, grading,
 
packaging, marketing
 
and
distribution
 
of
 
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised and nutritionally
 
enhanced eggs. The
 
Company, which is
 
headquartered in
 
Ridgeland, Mississippi,
is the largest
 
producer and distributor
 
of fresh shell
 
eggs in the
 
United States and
 
sells the majority
 
of its
shell
 
eggs
 
in
 
states
 
across
 
the
 
southwestern,
 
southeastern,
 
mid-western
 
and
 
mid-Atlantic
 
regions
 
of
 
the
United States.
Forward Looking Statements
Statements
 
contained
 
in
 
this
 
press
 
release
 
that
 
are
 
not
 
historical
 
facts
 
are
 
forward-looking
statements as that
 
term is defined
 
in the Private
 
Securities Litigation
 
Reform Act of
 
1995. The forward-
looking
 
statements
 
are
 
based
 
on
 
management’s
 
current
 
intent,
 
belief,
 
expectations,
 
estimates
 
and
projections
 
regarding
 
our
 
company
 
and
 
our
 
industry.
 
These
 
statements
 
are
 
not
 
guarantees
 
of
 
future
performance and involve risks,
 
uncertainties, assumptions and
 
other factors that are
 
difficult to predict
and may be beyond
 
our control. The factors
 
that could cause actual
 
results to differ materially
 
from those
projected
 
in
 
the
 
forward-looking
 
statements
 
include,
 
among
 
others,
 
(i)
 
the
 
risk
 
factors
 
set
 
forth
 
in
 
the
Company’s SEC filings
 
(including its Annual
 
Reports on Form
 
10-K, Quarterly Reports
 
on Form 10-Q
 
and
Current
 
Reports
 
on Form
 
8-K),
 
(ii)
 
the
 
risks and
 
hazards
 
inherent
 
in
 
the
 
shell
 
egg
 
business
 
(including
disease, pests,
 
weather conditions
 
and potential
 
for recall),
 
including but
 
not limited
 
to the
 
most recent
outbreak of highly pathogenic
 
avian influenza affecting poultry
 
in the U.S., Canada
 
and other countries
that was first detected in commercial flocks in the U.S. in February 2022, (iii) changes in the demand for
and market prices of
 
shell eggs and feed
 
costs, (iv) our ability
 
to predict and meet
 
demand for cage-free
and other specialty eggs, (v) risks, changes or obligations that
 
could result from our future acquisition of
new
 
flocks
 
or
 
businesses
 
and
 
risks
 
or
 
changes
 
that
 
may
 
cause
 
conditions
 
to
 
completing
 
a
 
pending
acquisition not
 
to be
 
met, (vi)
 
risks relating
 
to increased
 
costs and
 
higher and
 
potentially further
 
increases
in inflation
 
and interest
 
rates, which
 
began in
 
response to
 
market conditions
 
caused in
 
part by
 
the COVID-
19 pandemic and which generally have been exacerbated by the Russia-Ukraine war that began in
Cal-Maine Foods, Inc.
 
Announces Definitive Agreement to Acquire Egg Production Assets of Fassio Egg Farms, Inc.
 
Page 2
September 28, 2023
February
 
2022,
 
(vii)
 
our
 
ability
 
to
 
retain
 
existing
 
customers,
 
acquire
 
new
 
customers
 
and
 
grow
 
our
product mix,
 
and (viii)
 
adverse results
 
in pending
 
litigation matters.
 
SEC filings
 
may be
 
obtained from
the SEC or
 
the Company’s website,
 
www.calmainefoods.com. Readers
 
are cautioned not
 
to place undue
reliance on forward-looking
 
statements because, while
 
we believe the
 
assumptions on which
 
the forward-
looking
 
statements
 
are
 
based
 
are
 
reasonable,
 
there
 
can
 
be
 
no
 
assurance
 
that
 
these
 
forward-looking
statements will
 
prove to
 
be accurate.
 
Further, the
 
forward-looking statements
 
included herein
 
are only
made as of the
 
respective dates thereof,
 
or if no date
 
is stated, as of
 
the date hereof.
 
Except as otherwise
required
 
by
 
law,
 
we
 
disclaim
 
any
 
intent
 
or
 
obligation
 
to
 
publicly
 
update
 
these
 
forward-looking
statements, whether as a result of new information, future events or otherwise.
-END-
v3.23.3
Document and Entity Information
Sep. 28, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 28, 2023
Entity Registrant Name Cal-Maine Foods, Inc.
Entity File Number 001-38695
Entity Incorporation State Country Code DE
Entity Tax Identification Number 64-0500378
Entity Address Address Line 1 1052 Highland Colony Pkwy
Entity Address Address Line 2 Suite 200
Entity Address City Or Town Ridgeland
Entity Address State Or Province MS
Entity Address Postal Zip Code 39157
City Area Code 601
Local Phone Number 948-6813
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Central Index Key 0000016160
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol CALM
Security Exchange Name NASDAQ
Amendment Flag false
Entity Emerging Growth Company false
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