Current Report Filing (8-k)

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): April 2, 2020

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):

☐

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, $1 par value per share

SAFM

NASDAQ

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. ☐

Section 7 - Regulation FD

Item 7.01

Regulation FD Disclosure.

On April 2, 2020, the Registrant held a conference call to update the investment community on its response to the COVID-19 pandemic and the current state of the poultry market. A transcript of the conference call is furnished herewith as Exhibit 99.1. The information in the transcript is not to be considered “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into the Registrant’s filings under the Securities Act of 1933, as amended (the “Securities Act”).

CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES

THAT MAY AFFECT FUTURE PERFORMANCE

Exhibit 99.1 to this Current Report may include forward-looking statements within the meaning of the “Safe Harbor” provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, the risks described in the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2019, the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2020 and in any subsequent Quarterly Reports on Form 10-Q, and risks arising from the COVID-19 pandemic that are discussed in Exhibit 99.1. These risks cannot be controlled by the Registrant. Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Registrant. Each such statement speaks only as of the day it was made. The Registrant undertakes no obligation to update or to revise any forward-looking statements. When used in Exhibit 99.1 to this Current Report, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include statements about the Registrant’s beliefs about future demand for its products, future prices for poultry and feed grains, future expenses, future production levels, future earnings, future growth plans or other industry conditions.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

	99.1	Transcript of conference call held by Sanderson Farms, Inc. on April 2, 2020.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX


Exhibit No.		Description

	99.1	Transcript of conference call held by Sanderson Farms, Inc. on April 2, 2020.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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)