Form 8-K AMERICAN WOODMARK CORP For: Dec 01
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E-mailUNITED 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): | December 1, 2016 | |||||
American Woodmark Corporation | ||||||
(Exact name of registrant as specified in its charter) | ||||||
Virginia | 000-14798 | 54-1138147 | ||||
(State or other jurisdiction | (Commission | (IRS Employer | ||||
of incorporation) | File Number) | Identification No.) | ||||
3102 Shawnee Drive, Winchester, Virginia | 22601 | |||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: | (540) 665-9100 | |||||
Not applicable | ||||||
(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)) | ||||||
American Woodmark Corporation
ITEM 8.01 OTHER EVENTS.
On November 30, 2016, the Board of Directors authorized an additional stock repurchase program of up to $50 million of the Company’s outstanding common shares. This authorization is in addition to the $15 million remaining from the November 2014 authorization and $1.5 million remaining from the November 2015 authorization. Management expects to fund share repurchases using available cash and cash generated from operations.
On December 1, 2016, the Company also announced that it will be building a new corporate headquarters in Winchester, Virginia. The new space will consolidate employees that currently occupy four buildings in Winchester, Virginia and Frederick County, Virginia, in early 2018. The new building will be self-funded for approximately $30 million. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 99.1 Registrant’s Press Release dated December 1, 2016.
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 thereunto duly authorized.
AMERICAN WOODMARK CORPORATION
(Registrant)
/s/ M. SCOTT CULBRETH | /s/ S. CARY DUNSTON | |
M. Scott Culbreth | S. Cary Dunston | |
Senior Vice President and Chief Financial Officer | Chairman & Chief Executive Officer | |
Date: December 1, 2016 | Date: December 1, 2016 | |
Signing on behalf of the registrant and as principal financial officer | Signing on behalf of the registrant and as principal executive officer | |
Exhibit 99.1
P. O. Box 1980 | |
Winchester, VA 22604-8090 | |
Contact: | Kevin Dunnigan Assistant Treasurer 540-665-9100 |
AMERICAN WOODMARK CORPORATION ANNOUNCES $50 MILLION STOCK REPURCHASE PROGRAM AND CORPORATE HEADQUARTERS CHANGE IN WINCHESTER, VIRGINIA |
WINCHESTER, Virginia (December 1, 2016) -- American Woodmark Corporation (NASDAQ: AMWD) today announced that on November 30, 2016 the Board of Directors authorized an additional stock repurchase program of up to $50 million of the Company’s outstanding common shares. This authorization is in addition to the $15 million remaining from the November 2014 authorization and $1.5 million remaining from the November 2015 authorization. Management expects to fund share repurchases using available cash and cash generated from operations.
The Company also announced that it will be building a new corporate headquarters in Winchester, Virginia. The new space will consolidate employees that currently occupy four buildings in Winchester, Virginia and Frederick County, Virginia, in early 2018. The new building will be self-funded for approximately $30 million.
American Woodmark worked closely with The Virginia Economic Development Partnership and with Frederick County to secure the project for Virginia. Governor McAuliffe approved a $550,000 grant from the Commonwealth’s Opportunity Fund to assist the County with the project. “Ensuring companies like American Woodmark Corporation, that are central to the economic strength of a region, have the resources and support to thrive is a top priority for my administration,” said Governor McAuliffe. A Local Economic Development Grant was also approved by Frederick County for $350,000.
Cary Dunston, President and CEO commented, “At American Woodmark, we truly believe we differentiate ourselves in all we do based on our people and the incredible culture we have built. As part of our 2019 Vision, we have challenged ourselves to take our culture to the next level. As such, I am extremely excited that we will be creating a central corporate office, consolidating four facilities within the Winchester area. By bringing our employees together at one location, we will further strengthen our interpersonal connections, drive efficiency in our day-to-day interactions and greatly enhance our ability to move our culture towards our vision.”
American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, major builders and through a network of independent distributors. The Company presently operates nine manufacturing facilities and seven service centers across the country.
Safe harbor statement under the Private Securities Litigation Reform Act of 1995: All forward‑looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company's filings with the Securities and Exchange Commission and the Annual Report to Shareholders. The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
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