Eaco Corp – ‘8-K’ for 9/1/04

On:  Wednesday, 9/8/04, at 5:29pm ET   ·   For:  9/1/04   ·   Accession #:  784539-4-36   ·   File #:  0-14311

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     13K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws     13     58K 
 3: EX-99       Miscellaneous Exhibit                                  1      7K 

8-K   —   Current Report
Document Table of Contents

8-K
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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:  September 1, 2004            

EACO CORPORATION                
(Exact name of registrant as specified in its charter)                

Florida                   
(State or Other Jurisdiction of Incorporation)            

0-14311                    59-2597349                           
(Commission File Number)(IRS Employer Identification No.)                       

2113 Florida Boulevard, Suite A, Neptune Beach, Florida 32266                 
(Address of Principal Executive Offices)          

Registrant's telephone number, including area code: (904) 249-4197              

N/A               
(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:                                          

__  Written communications pursuant to Rule 425 under the                       
Securities Act (17 CRF 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))                            

8-K
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ITEM 3.02: UNREGISTERED SALES OF EQUITY SECURITIES.                             

On September 1, 2004, EACO Corporation (the "Company")                
completed a private placement with Glen F. Ceiley, its Chairman                 
and Chief Executive Officer of Series A Cumulative Convertible                  
Preferred Stock ("Series A Preferred Stock").  Pursuant to the                  
placement, the Company issued 36,000 shares of newly authorized                 
Series A Preferred Stock and received $900,000 in cash.  Holders                
of the shares of Series A Preferred Stock have the right from                   
time to time and at any time, at the option of the holder, to                   
convert the liquidation preference of $25.00 for each share of                  
Series A Preferred Stock into shares of the Company's common stock              
at the conversion price, subject to adjustment, of $0.90 per                    
share.  The terms of the transaction were negotiated at arm's                   
length.  The Company received the opinion of an independent                     
investment advisor as to the fairness of the terms of the                       
issuance, from a financial point of view, to the Company's                      
shareholders.  The issuance of these securities was exempt from                 
registration pursuant to Section 4(2) of the Securities Act of                  
1933.  No general solicitation or advertising was made in                       
connection with the offering, and the offering was made solely to               
a limited number of accredited investors with access to all                     
material information regarding the Company.  A press release                    
announcing the sale is attached to this Form 8-K as an Exhibit.                 

ITEM 5.03: AMENDMENTS TO ARTICLES OF INCORPORATION.                             

Effective September 1, 2004, the Board of Directors of the            
Company amended its Articles of Incorporation to designate the                  
preferences of Series A Cumulative Convertible Preferred Stock,                 
$0.10 par value (the "Amendment").  The text of the Amendment is                
attached to this Form 8-K as an Exhibit.                                        

ITEM 9.01: EXHIBITS                                                             

Exhibit No.     Description                                                     

3.i             Articles of Amendment Designating the Preferences               
of Series A Cumulative Convertible Preferred    
Stock, $0.10 Par Value of EACO Corporation      

99              Press Release dated September 8, 2004                           

2               

8-K
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SIGNATURES                                                                      

Pursuant to the requirements of the Securities Exchange Act           
of 1934, the Registrant has duly caused this Current Report to be               
signed on its behalf by the undersigned thereunto duly authorized.              

EACO CORPORATION      

Date:  September 8, 2004     By:  /s/ Edward B. Alexander                       
          --------------------------------
Edward B. Alexander   
               President and Chief Operating Officer

3               
</PAGE>                                                                         

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/8/04		2		3			None on these Dates
For Period End:		9/1/04		1		2
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/22/23  Eaco Corp.                        10-K        8/31/23   59:4.6M                                   Toppan Merrill/FA2
11/04/22  Eaco Corp.                        10-K        8/31/22   55:4.3M                                   Toppan Merrill/FA2
 7/06/22  Eaco Corp.                        10-K        8/31/21   57:4.8M                                   Toppan Merrill/FA2
11/30/20  Eaco Corp.                        10-K        8/31/20   54:3.8M                                   Toppan Merrill/FA