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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): October 19, 2010

 

 

OPTICAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   000-27022   54-1237042

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

5290 Concourse Drive

Roanoke, VA

  24019
(Address of principal executive offices)   (Zip Code)

(540) 265-0690

(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))

 

 

 


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Item 1.01 Entry into a Material Definitive Agreement

Item 9.01 Financial Statements and Exhibits

Signatures

Exhibits


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Item 1.01 Entry into a Material Definitive Agreement

On October 19, 2010, Optical Cable Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, (successor in interest to Wachovia Bank, successor in interest to First Union National Bank) (“Rights Agent”) executed Amendment No. 1 (the “Amendment”) to that certain Rights Agreement (the “Rights Agreement”) dated as of November 2, 2001.

The effect of the Amendment is to revise the definition of “beneficial ownership” in the Rights Agreement to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s shares of common stock.

The Amendment is attached as Exhibit 4.1 hereto and incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

The following is filed as an Exhibit to this Report.

 

Exhibit No.

 

Description of Exhibit

4.1   Amendment No. 1 to the Rights Agreement dated November 2, 2001 (FILED HEREWITH)


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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.

 

OPTICAL CABLE CORPORATION
By:  

/s/ TRACY G. SMITH

Name:   Tracy G. Smith
Title:  

Senior Vice President and

Chief Financial Officer

Dated: October 20, 2010

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