Current Report Filing (8-k)
August 23 2021 - 5:22PM
Edgar (US Regulatory)
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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):
August 23, 2021
CRAWFORD & COMPANY
(Exact name of registrant as specified
in its charter)
Georgia
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1-10356
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58-0506554
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.)
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5335 Triangle Parkway, Peachtree Corners, Georgia
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30092
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (404) 300-1000
N/A
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Class
A Common Stock — $1.00 Par Value
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CRD-A
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New York Stock Exchange, Inc.
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Class
B Common Stock — $1.00 Par Value
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CRD-B
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New York Stock Exchange, Inc.
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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 7.01. Regulation FD Disclosure.
On August 23, 2021, Crawford & Company (the
“Company”) issued a press release announcing the Company has acquired edjuster Inc., a technology-driven field and desktop
contents claims handling solution company in Canada. The total purchase price is $42.4 million CAD, structured as an upfront payment of
$25.4 million CAD in cash and net receivables with the balance structured in various earnout scenarios over a two-year period. A copy
of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Exhibits. The following exhibit is filed with this Report:
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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.
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CRAWFORD & COMPANY
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By:
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/s/ Tami E. Stevenson
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Name: Tami E. Stevenson
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Title: General Counsel and Corporate Secretary
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Date: August 23, 2021
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