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CROWN CRAFTS INC — Proxy Solicitation & Information Statement 2010
Jul 27, 2010
34800_rns_2010-07-27_f0302458-2186-440b-96bd-564adac58f27.zip
Proxy Solicitation & Information Statement
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement o Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Under § 240.14a-12
Crown Crafts, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:
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July 27, 2010
CROWN CRAFTS BOARD APPROVES EARLY TERMINATION OF SHAREHOLDER RIGHTS PLAN
Gonzales, Louisiana Crown Crafts, Inc. (the Company) (NASDAQ-CM: CRWS) announced today that its Board of Directors has voted unanimously to terminate the Companys shareholder rights plan. The Boards action will accelerate the expiration of the plan, which had been set to expire on March 31, 2014.
The Companys Board of Directors has always taken seriously its fiduciary duties to protect the long-term interests of all shareholders. So, in April 2009, when the Companys shares were trading at approximately $1.90 per share and macroeconomic conditions were extremely volatile, the Board determined that action was appropriate to protect its shareholders. The Board extended the shareholder rights plan at that time with the full knowledge that it would regularly evaluate the plan as the Companys valuation and the broader markets recovered, said E. Randall Chestnut, Chairman, President and Chief Executive Officer. With the current price at $4.00 per share as of the close of trading on July 26, 2010 and an aggressive five-year growth strategy in place to fully leverage the various growth opportunities becoming available in todays more stable marketplace, the Board, in its diligent effort to act according to the best interests of all shareholders, has decided that this plan is no longer necessary.
The Board takes great pride in its track record of responsibly serving the best interests of Crown Crafts shareholders, as well as its commitment to strong corporate governance policies and practices, said Zenon S. Nie, the Companys independent Lead Director. Todays action is further evidence of the Boards vigilant efforts to ensure the long-term value of Crown Crafts for all of its shareholders.
916 S. Burnside Avenue * PO Box 1028 * Gonzales, LA 70707-1028 * (225) 647-9100 * Fax (225) 647-9104
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About Crown Crafts, Inc.
Crown Crafts, Inc. designs, markets and distributes infant, toddler and juvenile consumer products, including crib and toddler bedding; blankets; nursery accessories; room décor; burp cloths; bathing accessories; reusable and disposable bibs; and disposable placemats, floor mats, toilet seat covers and changing mats. The Companys operating subsidiaries include Hamco, Inc. in Louisiana and Crown Crafts Infant Products, Inc. in California. Crown Crafts is Americas largest producer of infant bedding, bibs and bath items. The Companys products include licensed and branded collections as well as exclusive private label programs for certain of its customers. www.crowncrafts.com .
Contact:
Investor Relations Department (225) 647-9146 or Halliburton Investor Relations (972) 458-8000
Forward-Looking Statements
The foregoing contains forward-looking statements within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such statements are based upon managements current expectations, projections, estimates and assumptions. Words such as expects, believes, anticipates and variations of such words and similar expressions identify such forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause future results to differ materially from those suggested by the forward-looking statements. These risks include, among others, general economic conditions, including changes in interest rates, in the overall level of consumer spending and in the price of oil, cotton and other raw materials used in the Companys products, changing competition, changes in the retail environment, the level and pricing of future orders from the Companys customers, the extent to which the Companys business is concentrated in a small number of customers, the Companys dependence upon third-party suppliers, including some located in foreign countries, customer acceptance of both new designs and newly-introduced product lines, actions of competitors that may impact the Companys business, disruptions to transportation systems or shipping lanes used by the Company or its suppliers, and the Companys dependence upon licenses from third parties. Reference is also made to the Companys periodic filings with the Securities and Exchange Commission for additional factors that may impact the Companys results of operations and financial condition. The Company does not undertake to update the forward-looking statements contained herein to conform to actual results or changes in our expectations, whether as a result of new information, future events or otherwise.
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