10-K 1 dxyn10-k2019.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K For the fiscal year ended December 28, 2019 The Dixie Group, Inc. Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ________. Commission File Number 0-2585 (Exact name of registrant as specified in its charter) Tennessee (State or other jurisdiction of incorporation of organization) 475 Reed Road, Dalton, GA 30720 (Address of principal executive offices and zip code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Title of class None (Registrant's telephone number, including area code) (706) 876-5800 (I.R.S. Employer Identification No.) 62-0183370 Title of Class Name of each exchange on which registered Common Stock, $3.00 par value NASDAQ Stock Market, LLC Class Outstanding as of February 21, 2020 Common Stock, $3.00 Par Value 14,983,013 shares Class B Common Stock, $3.00 Par Value 836,669 shares Class C Common Stock, $3.00 Par Value 0 shares Table of Contents 1 DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the following document are incorporated by reference: Proxy Statement of the registrant for annual meeting of shareholders to be held May 6, 2020 (Part III). Indicate the number of shares outstanding of each of the registrant's classes of Common Stock as of the latest practicable date. The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 29, 2019 (the last business day of the registrant's most recently completed fiscal second quarter) was $7,846,814. The aggregate market value was computed by reference to the closing price of the Common Stock on such date. In making this calculation, the registrant has assumed, without admitting for any purpose, that all executive officers, directors, and holders of more than 10% of a class of outstanding Common Stock, and no other persons, are affiliates. No market exists for the shares of Class B Common Stock, which is neither registered under Section 12 of the Act nor subject to Section 15(d) of the Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No Smaller reporting company þ Non-accelerated filer ¨ Accelerated filer ¨ Large accelerated filer ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨ Yes þ No Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No