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): October 31, 2005
FAB INDUSTRIES TRUST
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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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FAB INDUSTRIES, INC.
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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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Fab Industries Trust (the "Trust'), the successor to Fab Industries,
Inc. (the "Company"), announced that, effective October 31, 2005, it consummated
the previously disclosed sale, on going concern basis, of all of its assets and
the assumption of all of its liabilities to SSJJJ Manufacturing, LLC at a cash
price of $3.15 per share, for an aggregate consideration of $16,427,347. The
foregoing description of the sale transaction is qualified in its entirety by
reference to the complete description thereof contained in the Company's Current
Report on Form 8-K filed on May 27, 2005, which is incorporated herein by
reference.
ITEM 8.01. OTHER EVENTS
On November 2, 2005, the Trust issued a press release announcing the
sale transaction and the distribution of all of the consideration from the sale
transaction to the stockholders of record of the Company at the close business
on May 27, 2005 in an amount equal to $3.15 per share. No further distributions
will be made by the Trust. A copy of the press release is furnished as Exhibit
99.1 hereto and incorporated herein in its entirety by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release of Fab Industries Trust dated November 2, 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: November 3, 2005
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release of Fab Industries Trust dated November 2, 2005.