False000027816600002781662021-09-032021-09-03
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): September 3, 2021
CAVCO INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | 000-08822 | | 56-2405642 | |
| (State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) | |
| | | | | | | | | | | | | | |
| 3636 North Central Avenue, Suite 1200 |
| Phoenix | Arizona | 85012 | |
| (Address of principal executive offices, including zip code) |
Registrant's telephone number, including area code: (602) 256-6263
Not applicable
(Former name or former address, if changed from 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:
| | | | | |
| ☐ | 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, par value $0.01 | CVCO | The Nasdaq Stock Market LLC |
| | (Nasdaq Global Select Market) |
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. ☐
Item 8.01. Other Events
On September 2, 2021, the Securities and Exchange Commission (“SEC”) filed a civil complaint in the United States District Court, District of Arizona, naming Cavco Industries, Inc. (the “Company) and the Company’s former Chairman, President & Chief Executive Officer, Joseph H. Stegmayer and the Company’s former Chief Financial Officer, Daniel L. Urness as defendants (the “Complaint”).
In summary, the Complaint brings claims against the Company under the antifraud and internal account control provisions of the Securities Exchange Act of 1934 based on alleged trading improprieties during the fall of 2017 resulting in an unrealized gain of $260,459 and allegedly related internal accounting control violations. The SEC seeks an injunction and monetary penalties.
The Company intends to vigorously defend itself against the allegations made by the SEC in the Complaint.
A press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| | | | | |
Exhibit Number | Description |
| |
| 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.
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CAVCO INDUSTRIES, INC.
|
| By: | /s/ Mickey R. Dragash |
| Mickey R. Dragash
Executive Vice President, General Counsel, Corporate Secretary
& Chief Compliance Officer |
Date: September 3, 2021