Form 8-K CERNER CORP /MO/ For: May 21
Tweet
Share
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): May 21, 2018
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 0-15386 | 43-1196944 | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
2800 Rockcreek Parkway, North Kansas City, Missouri | 64117 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
(816) 221-1024
(Registrant’s Telephone Number, 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 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On May 21, 2018, Cerner announced that its Board of Directors approved an amendment to the stock repurchase program that was authorized by its Board on May 23, 2017 (the "2017 Repurchase Program"). Under the amendment, Cerner may repurchase shares of Cerner's common stock in the open market, by block purchase, in privately-negotiated transactions or through other transactions managed by broker-dealers, or any combination thereof, at an aggregate purchase price of up to an additional $500 million. This increase authorizes repurchases under the 2017 Repurchase Program of up to $1 billion in the aggregate. The timing and amount of any share repurchases will be determined by Cerner's management based on market conditions and other factors. No time limit was set for completion of the program. As of May 18, 2018, there is approximately $639 million available for repurchase under the 2017 Repurchase Program, as amended. A press release announcing the repurchase program was issued and is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit Number | Description | |
99.1 | ||
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.
CERNER CORPORATION | ||||||
Date: May 21, 2018 | By: | /s/ Marc G. Naughton | ||||
Marc G. Naughton, Executive Vice President | ||||||
and Chief Financial Officer | ||||||
Exhibit 99.1
CERNER ANNOUNCES AMENDMENT TO SHARE REPURCHASE PROGRAM
KANSAS CITY, Mo. - May 21, 2018 - Cerner Corporation (Nasdaq: CERN) today announced that its board of directors approved an amendment to its stock repurchase program on May 17, 2018, at its regularly scheduled Board meeting, authorizing the repurchase of up to an additional $500 million of its common stock. This expands the $500 million repurchase program that was approved on May 23, 2017, bringing the total authorized repurchase amount to $1 billion.
"The Board of Directors and our leadership team believe Cerner's shares are an attractive investment, and share repurchases are an important part of our capital allocation strategy," said Marc Naughton, executive vice president and chief financial officer of Cerner. "We have a strong balance sheet and expect to continue generating strong cash flow. The expanded repurchase program reflects our commitment to return value to shareholders and our belief in Cerner's long-term growth potential."
The company plans to repurchase shares from time to time in the open market, by block purchase, in privately negotiated transactions or possibly through other transactions managed by broker-dealers. No time limit was set for completion of the program.
As of May 18, 2018, there is approximately $639 million authorized for repurchase under the amended stock repurchase program. Based on the May 18, 2018 closing price, approximately 10.4 million shares, or 3.2 percent of the company's outstanding shares, could be repurchased under the amended authorization. The repurchase will be funded from working capital.
About Cerner
Cerner's health technologies connect people and information systems at more than 27,000 contracted provider facilities worldwide dedicated to creating smarter and better care for individuals and communities. Recognized globally for innovation, Cerner assists clinicians in making care decisions and assists organizations in managing the health of their populations. The company also offers an integrated clinical and financial system to help manage day-to-day revenue functions, as well as a wide range of services to support clinical, financial and operational needs, focused on people. For more information, visit Cerner.com, The Cerner Blog or connect on Facebook, Instagram, LinkedIn, Twitter or The Cerner Podcast. Nasdaq: CERN. Smarter Care. Better Outcomes. Healthier You.
Certain trademarks, service marks and logos set forth herein are property of Cerner Corporation and/or its subsidiaries.
All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner's management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. The words "believe", "plans", "expect", "growth potential" or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to risks associated with volatility and disruption resulting from global economic or market conditions; risks associated with our outstanding and future indebtedness, such as compliance with restrictive covenants, which may limit our flexibility to operate our business; non-compliance with laws, government regulation or certain industry initiatives; variations in our quarterly operating results; potential variations in our sales forecasts compared to actual sales; and volatility in the trading price of our common stock and the timing and volume of market activity. Additional discussion of these and other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Except as required by law, Cerner undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in our business, results of operations or financial condition over time.
Investor Contact: Allan Kells, (816) 201-2445, [email protected]
Media Contact: Dan Smith, (913) 304-3991, [email protected]
Cerner's Internet Home Page: www.cerner.com
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Jaxon Announces Resignation of CFO
- Proactive Service Focus: Optimizing Power Business Environment
- Clayfin Technologies and Jana Small Finance Bank Honored with Prestigious IBSi Digital Banking Award 2024
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
