CALM 8-K
Cal-Maine Foods Inc (CALM)
8-K
2023-09-28
For: 2023-09-28
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Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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
Exhibit 99.1
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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.
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