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Form 8-K JEWETT CAMERON TRADING For: Mar 07

March 7, 2016 5:19 PM EST


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):  March 7, 2016

-------------------------------------------------------------------------------------

JEWETT-CAMERON TRADING COMPANY LTD.

(Exact name of registrant as specified in its charter)


BRITISH COLUMBIA

 

000-19954

 

NONE


(State or other jurisdiction

of incorporation)

 


(Commission file no.)

 


(I.R.S. employer identification no.)

 

 

 

 

 


32275 N.W. Hillcrest,

North Plains, Oregon

 

 

 


97133


(Address of principal

executive offices)

 

 

 


(Zip code)

 

 

 

 

 


(503) 647-0110

_________________________________________________________________

(Registrant's telephone No. including area code)



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 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 240.14e-4(c))


 

 

 

 

 

 

 

 

 



Item 8.01 Other Events.


On March 7, 2016, the Company issued a press release announcing a common share repurchase program, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.


As described in Item 8.01 of this Current Report on Form 8-K, the following Exhibit is filed as Exhibit 99.1 to this Current Report on Form 8-K.


(d)

Exhibits


99.1 Jewett-Cameron Trading Company, Ltd. press release announcing its common share repurchase program, dated March 7, 2016.


 

 

 

 

 

 

 

 

 



SIGNATURE


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 hereunto duly authorized.


Date: March 7, 2016

JEWETT-CAMERON TRADING COMPANY LTD.

 

 

 

By: /s/  “Donald M. Boone”

 

Name: Donald Boone

 

Title: President/Chief Executive Officer/Director


 

 

 

 

 

 

 

 

 


EXHIBIT INDEX


EXHIBIT NO.

DESCRIPTION


99.1

Press Release of Jewett-Cameron Trading Company Ltd. March 7, 2016








Jewett-Cameron Trading Company Ltd. Authorizes Share Repurchase Plan


North Plains, Oregon  March 7, 2016 – Jewett-Cameron Trading Company Ltd. ("Jewett-Cameron") (NASDAQ: JCTCF) today is pleased to announce that its Board of Directors has authorized the implementation of a share repurchase plan to purchase for cancellation up to 250,000 common shares through facilities of the NASDAQ Stock Market (“NASDAQ”).  This amount represents approximately 10.1% of the 2,476,832 common shares outstanding. During fiscal 2015, the Company repurchased 212,798 common shares under prior formal plans of repurchase.  


Transactions may involve Jewett-Cameron insiders or their affiliates executed in compliance with Jewett-Cameron’s Insider Trading Policy.


The share repurchase plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934, which contains restrictions on the number of shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes ("ADTV") of Jewett-Cameron's shares on NASDAQ.  Purchases shall be limited to daily purchases in an amount up to 25% of the ADTV in its shares, or one “Block” purchase per week in lieu of the 25% of ADTV limitation for compliance with Rule 10b-18(b)(4). A “block” as defined under Rule 10b-18(a)(5) means a quantity of stock that, among other things, is at least 5,000 shares and has a purchase price of at least US$50,000.


This share repurchase plan may commence on March 10, 2016 and will remain in place until August 25, 2016 but may be limited or terminated at any time without prior notice.  


The share repurchase program was approved by the Company's Board of Directors who believe that a share repurchase program at this time is in the best interests of the Company and its shareholders, and will not impact the Company's ability to execute its growth plans.  


About Jewett-Cameron Trading Company Ltd.


Jewett-Cameron Trading Company Ltd. was incorporated in British Columbia on July 8, 1987 as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”), incorporated September 1953.  Jewett-Cameron Trading Company, Ltd. acquired all the shares of JCLC through a stock-for-stock exchange on July 13, 1987, and at that time JCLC became a wholly owned subsidiary. Effective September 1, 2013, Jewett-Cameron reorganized certain of its subsidiaries. JCLC’s name was changed to JC USA Inc. (“JC USA”), and a new subsidiary, Jewett-Cameron Company (“JCC”), was incorporated. JC USA has the following wholly owned subsidiaries: MSI-PRO Co. (“MSI”), incorporated April 1996, Jewett-Cameron Seed Company, (“JCSC”), incorporated October 2000, Greenwood Products, Inc. (“Greenwood”), incorporated February 2002, and Jewett-Cameron Company (“JCC”), incorporated September 2013.  Jewett-Cameron Trading Company, Ltd. and its subsidiaries (the “Company”) have no significant assets in Canada.


The Company, through its subsidiaries, operates out of facilities located in North Plains, Oregon. JCC’s business consists of the manufacturing and distribution of specialty metal products and wholesale distribution of wood products to home centers and other retailers located primarily in the United States. Greenwood is a processor and distributor of industrial wood products used in a variety of markets and applications, including the marine and transportation markets. MSI is an importer and distributor of pneumatic air tools and industrial clamps in the United States. JCSC is a processor and distributor of agricultural seeds in the United States. JC USA provides professional and administrative services, including accounting and credit services, to its subsidiary companies.


Safe Harbor Statement


This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenues, certain statements and expectations regarding the asset acquisition, projected costs, prospects, plans and objectives of management are forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. There are a number of important factors that could cause Jewett-Cameron’s actual results to differ materially from those indicated by such forward-looking statements which are described in the “Risk Factors” section of our most recent periodic report and registration statement filed with the SEC. We disclaim any intention or obligation to update any forward-looking statements.


For further information, contact:


Donald Boone

President/CEO, Jewett-Cameron Trading Company Ltd.

(503) 647-0110





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