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) August 3, 2006
Culp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-12781 56-1001967
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1823 Eastchester Drive
High Point, North Carolina 27265
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(Address of Principal Executive Offices)
(Zip Code)
(336) 889-5161
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or 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 (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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 3, 2006, H. Bruce English, one of the directors of Culp, Inc.
(the "Company"), died unexpectedly. Mr. English was one of the five independent
directors on the Company's board, which has a total of nine members. As a result
of Mr. English's death, the Company no longer has a majority of independent
directors, as required by the Company's Corporate Governance Guidelines and by
the rules of the New York Stock Exchange ("NYSE"), which is the principal
exchange on which the Company's common stock is listed. The Company notified the
NYSE of the death of Mr. English and the failure to have a majority of
independent directors for that reason. On August 7, 2006, the NYSE formally
notified the Company that the death of Mr. English meant that the Company is
deficient in meeting the requirements of Section 303A.01 of the NYSE Listed
Company Manual. The NYSE further notified the Company that if the Company is not
able to cure the deficiency by August 14, 2006, the Company will be deemed
noncompliant, and that if the Company is not able to cure the noncompliance by
February 7, 2007, a BC indicator will be disseminated and the Company will be
added to the list of noncompliant issuers on www.nyse.com. The Company intends
to make changes to the membership of its board of directors within the time
periods set forth by the NSYE to return to having a majority of independent
directors, in compliance with NYSE rules and the Company's Corporate Governance
Guidelines.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 3, 2006, H. Bruce English, a member of the Company's board of
directors, died unexpectedly. The information included in Item 3.01 of this
report is incorporated herein by reference.
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.
Date: August 9, 2006
Culp, Inc.
By: Kenneth R. Bowling
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Vice President-Finance, Treasurer