Current Report Filing (8-k)
May 13 2019 - 4:08PM
Edgar (US Regulatory)
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):
May 2, 2019
Anika Therapeutics, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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000-21326
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04-3145961
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(State or other jurisdiction of
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Commission file number
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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32 Wiggins Avenue, Bedford, MA 01730
(Address of principal executive offices)
(Zip code)
(781)-457-9000
Registrant’s telephone number,
including area code:
Not applicable
(Former name or former address, if changed
since last report)
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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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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.
[_]
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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ANIK
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NASDAQ Global Select Market
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Item 1.01. Entry into a Material Definitive
Agreement.
On May 7, 2019, we entered into an accelerated
share repurchase agreement with Morgan Stanley & Co. LLC, or Morgan Stanley, pursuant to a Fixed Dollar Accelerated Share Repurchase
Transaction, or the ASR Agreement, to repurchase $30 million of shares of common stock. The terms of the ASR Agreement provide
for calculation of the final number of shares to be repurchased based generally on the average of the daily volume-weighted average
prices of the common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms
and conditions of the ASR Agreement. At settlement, under certain circumstances, the terms of the ASR Agreement provide for Morgan
Stanley to deliver additional shares of common stock to us, or under certain circumstances, the terms of the ASR Agreement provide
for us to, at our election, deliver shares of common stock or make a cash payment to Morgan Stanley. The ASR Agreement contains
certain terms customary for agreements of this type, including provisions for adjustments upon the occurrence of certain events
and the circumstances under which the ASR Agreement may be extended or terminated early or adjusted in other respects. We expect
the accelerated share repurchase program to be completed by the first quarter of 2020.
The foregoing description of the ASR Agreement
is a summary. We will file a copy of the ASR Agreement as an exhibit to our quarterly report on Form 10-Q for the fiscal quarter
ending June 30, 2019.
Item 8.01. Other Events.
On May 2, 2019, we announced that the board
of directors had approved a stock repurchase plan to acquire up to $20 million of shares of common stock from time to time in open
market transactions. This amount is in addition to the $30 million of shares of common stock to be repurchased under the ASR Agreement.
Under the stock repurchase plan, shares may
be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted
in accordance with Rule 10b5-1 of the Securities and Exchange Commission. In addition, any open market purchases will be conducted
in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable legal requirements.
The repurchase program has no expiration date.
The timing and amount of repurchases under the
stock repurchase program may be suspended, terminated or modified by us at any time for any reason, including market conditions,
the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity and other factors we deem
appropriate. We are not obligated to repurchase any particular number of shares in total or in any specific time period.
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blank intentionally]
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
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Anika Therapeutics, Inc.
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Dated: May 13, 2019
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By:
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/s/ Sylvia Cheung
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Sylvia Cheung
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Chief Financial Officer
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