Report of Foreign Issuer (6-k)
December 01 2016 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report
of Foreign issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of
1934
For the
Month of
November
2016
(Commission
File.
No 0-30718).
SIERRA WIRELESS, INC., A CANADIAN CORPORATION
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(Translation of registrant’s name in English)
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13811 Wireless Way
Richmond, British Columbia, Canada V6V 3A4
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(Address of principal executive offices and zip code)
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Registrant’s Telephone Number, including area code:
604-231-1100
Indicate by
check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F
40-F
X
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes: ____ No:
X
Sierra
Wireless Establishes Automatic Share Purchase Plan
VANCOUVER, British Columbia--(BUSINESS WIRE)--November 30, 2016--Sierra
Wireless (NASDAQ:SWIR) (TSX:SW), a leading provider of fully integrated
end-to-end solutions for Internet of Things (IoT) applications, today
announced that, in connection with its previously announced normal
course issuer bid (the “NCIB”) to purchase for cancellation up to
3,149,199 of its common shares (“Common Shares”), it entered into an
automatic share purchase plan (“APP”) with a designated broker to allow
for the purchase of Common Shares under the NCIB at times when the
Company would ordinarily not be permitted to purchase shares due to
regulatory restrictions.
Pursuant to the U.S. Securities and Exchange Commission’s Rule 10b5-1
and applicable Canadian provincial securities legislation, including the
guidance under the Ontario Securities Commission’s Staff Notice 55-701,
an APP permits the broker to effect repurchases of Common Shares in the
future on an automatic basis regardless of any material, non-public
information the Company may be in possession of at such time. An APP can
only be established at a time when the Company is not in possession of
material, non-public information. Once the APP is established, the
Company is not permitted to exercise any further discretion or influence
over how repurchases will occur under the APP. Purchases of Common
Shares by the broker are subject to certain price limitations and other
parameters prescribed by the Toronto Stock Exchange (the “TSX”),
applicable securities laws and the terms of the APP. The Company may
only suspend or terminate the APP in the future if it is not in
possession of any material, non-public information at the time and it
notifies the public accordingly. The APP has been pre-cleared by the TSX
and will be implemented effective November 30, 2016. The first purchases
under the APP may commence on January 2, 2017, following the completion
of a voluntary 30-day “cooling-off period”.
The NCIB commenced on February 9, 2016, and will terminate no later than
February 8, 2017. All repurchases made under the APP will be included in
computing the number of Common Shares purchased under the NCIB. As of
November 30, 2016, the Company has repurchased a total of 809,872 Common
Shares under the NCIB.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information in this press release are not based
on historical facts and constitute forward-looking statements or
forward-looking information within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and Canadian securities laws
(“forward-looking statements”) including statements and information
relating to our financial guidance for the fourth quarter of 2016 and
our fiscal year 2016, our business outlook for the short and longer
term, statements regarding our strategy, plans and future operating
performance. Forward-looking statements are provided to help you
understand our views of our short and long term plans, expectations and
prospects. We caution you that forward-looking statements may not be
appropriate for other purposes. We do not intend to update or revise our
forward-looking statements unless we are required to do so by securities
laws.
Forward-looking statements:
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Typically include words and phrases about the future such as
“outlook”, “will”, “may", “estimates”, “intends”, “believes”, “plans”,
“anticipates” and “expects”.
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Are not promises or guarantees of future performance. They represent
our current views and may change significantly.
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Are based on a number of material assumptions, including those listed
below, which could prove to be significantly incorrect:
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our ability to develop, manufacture and sell new products and services
that meet the needs of our customers and gain commercial acceptance;
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our ability to continue to sell our products and services in the
expected quantities at the expected prices and expected times;
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expected cost of goods sold;
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expected component supply constraints;
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our ability to "win" new business;
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our ability to integrate acquired businesses and realize expected
benefits;
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expected deployment of next generation networks by wireless network
operators;
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our operations not being adversely disrupted by component shortages or
other development, operating or regulatory risks; and
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expected tax rates and foreign exchange rates.
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Are subject to substantial known and unknown material risks and
uncertainties. Many factors could cause our actual results,
achievements and developments in our business to differ significantly
from those expressed or implied by our forward-looking statements,
including without limitation, the following factors. These risk
factors and others are discussed in our Annual Information Form and
Management's Discussion and Analysis of Financial Condition and
Results of Operations, which may be found on SEDAR at
www.sedar.com
and on EDGAR at
www.sec.gov
and in our other regulatory filings
with the Securities and Exchange Commission in the United States and
the Provincial Securities Commissions in Canada:
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competition from new or established service providers or from those
with greater resources;
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disruption of, and demands on, our ongoing business and diversion of
management's time and attention in connection with acquisitions or
divestitures;
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the loss of any of our significant customers;
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cyber-attacks or other breaches of our information technology security;
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difficult or uncertain global economic conditions;
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our financial results being subject to fluctuation;
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our ability to attract or retain key personnel;
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risks related to infringement on intellectual property rights of
others;
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our ability to obtain necessary rights to use software or components
supplied by third parties;
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our ability to enforce our intellectual property rights;
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our ability to respond to changing technology, industry standards and
customer requirements;
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our reliance on single source suppliers for certain components used in
our products;
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failures of our products or services due to design flaws and errors,
component quality issues, manufacturing defects or other quality
issues;
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our dependence on a limited number of third party manufacturers;
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unanticipated costs associated with litigation or settlements;
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our dependence on wireless network carriers to promote and offer
acceptable wireless data services;
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risks related to contractual disputes with counterparties;
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risks related to governmental regulation;
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risks related to the transmission, use and disclosure of user data and
personal information; and
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risks inherent in foreign jurisdictions.
About Sierra Wireless
Sierra Wireless (NASDAQ:SWIR) (TSX:SW) is building the Internet of
Things with intelligent wireless solutions that empower organizations to
innovate in the connected world. We offer the industry’s most
comprehensive portfolio of 2G, 3G and 4G embedded modules and gateways,
seamlessly integrated with our secure cloud and connectivity services.
OEMs and enterprises worldwide trust our innovative solutions to get
their connected products and services to market faster. Sierra Wireless
has more than 1,000 employees globally and operates R&D centers in North
America, Europe and Asia. For more information, visit
www.sierrawireless.com
.
CONTACT:
Sierra Wireless
Investor Relations
David Climie,
+1-604-231-1137
dclimie@sierrawireless.com
or
Public
Relations
Kim Homeniuk, +1-604-233-8028
khomeniuk@sierrawireless.com
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.
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Sierra Wireless, Inc.
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By:
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/s/ David G. McLennan
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David G. McLennan, Chief Financial Officer and Secretary
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Date:
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November 30, 2016
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