Form 8-K TUCOWS INC /PA/ For: Feb 09

UNITED 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):   February 9, 2016

 

 

TUCOWS INC.

(Exact Name of Registrant Specified in Charter)

 

 

Pennsylvania (State or Other Jurisdiction of Incorporation)

0-28284 (Commission File Number)

23-2707366 (IRS Employer Identification No.)

 

 

96 Mowat Avenue, Toronto, Ontario, Canada			M6K 3M1
(Address of Principal Executive Offices)			(Zip Code)

 

Registrant’s telephone number, including area code: (416) 535-0123

 

 

                            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:

 

□     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 8.01.   Other Events

 

Stock repurchase program

 

On February 9, 2016, Tucows Inc.’s board of directors authorized the repurchase of up to $40 million of the Company’s common stock at the Company’s discretion and issued a press release announcing this stock repurchase program.

 

A copy of the press release is furnished as Exhibit 99.1 to this report pursuant to Item 8.01 and Regulation FD.

 

Item 9.01.  Financial Statements and Exhibits.

 

(a)      Not Applicable.

 

(b)      Not Applicable.

 

(c)      Not Applicable.

 

(d)      Exhibits.

 

Exhibit Number	Exhibit
99.1	Press Release dated February 9, 2016 announcing the authorization by the Tucows board of directors of a stock repurchase program.

 

 

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.

 

 

TUCOWS INC.

 

 

 

By:  /s/ Michael Cooperman

      Michael Cooperman

      Chief Financial Officer

 

 

Dated: February 10, 2016

 

 

EXHIBIT INDEX

 

 

Exhibit Number	Exhibit
99.1	Press Release dated February 9, 2016 announcing the authorization by the Tucows board of directors of a stock repurchase program.

 

Exhibit 99.1

 

   

Tucows Announces $40 Million Stock Buyback Program

  

TORONTO, February 9, 2016 - Tucows Inc. (NASDAQ:TCX, TSX:TC) today announced that its Board of Directors has approved a stock buyback program to repurchase from time to time up to $40 million of its common stock in the open market.

 

The new $40 million buyback program will commence February 10, 2016 and will terminate on or before February 9, 2017. The Company’s previous buyback program, which commenced February 16, 2015 and was scheduled to end on or before February 15, 2016, has been terminated as the Company has repurchased approximately $20 million of its common stock, the maximum dollar amount permitted under that program.

 

Purchases for the new $40 million buyback program will be made exclusively through the facilities of the NASDAQ Capital Market.

 

All shares purchased by Tucows under the stock buyback program will be retired and returned to treasury.

 

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

  

The purchase will be funded from available working capital and existing credit facilities. As of February 8, 2016, Tucows had 10,687,912 common shares outstanding.

 

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

 

About Tucows

 

Tucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com) manages over thirteen million domain names and millions of value-added services through a global reseller network of over 13,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

 

This news release contains, in addition to historical information, forward-looking statements related to the proposed stock buyback program, including the timing, manner and total number of shares to be purchased under the proposed stock buyback program. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document, and except to the extent Tucows may be required to update such information under any applicable securities laws, Tucows assumes no obligation to update such forward-looking statements.

 

 

TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

 

Contact:
Lawrence Chamberlain
NATIONAL Equicom
(416) 586-1954
[email protected]

 

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