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 of 1934
Date of Report (Date of earliest event reported): March 9, 2005
FAB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-5901 13-2581181
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(Commission File Number) (IRS Employer Identification No.)
200 MADISON AVENUE, NEW YORK, NEW YORK 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 592-2700
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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))
ITEM 7.01. REGULATION FD DISCLOSURE
On March 9, 2005, the Company issued a press release announcing that it
has received a preliminary non-binding indication of interest today from SSJJJ
Manufacturing Co., Inc., an acquisition vehicle owned by several members of the
Company's management, including Steven Myers, the Company's President and Chief
Operating Officer ("SSJJJ"), to acquire the business, as a going concern, at a
price of $2.80 per share. A Special Committee of the Company's Board of
Directors, comprised solely of independent directors, is evaluating SSJJJ's
preliminary non-binding indication of interest. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release of Fab Industries, Inc., dated March 9, 2005.
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.
FAB INDUSTRIES, INC.
By: /s/ Samson Bitensky
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Name: Samson Bitensky
Title: Chairman of the Board and
Chief Executive Officer
Date: March 9, 2005
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of Fab Industries, Inc., dated March 9, 2005.