Current Report Filing (8-k)
July 25 2018 - 8:02AM
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): July 25, 2018
MASTECH DIGITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
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001-34099
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26-2753540
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1305 Cherrington Parkway, Suite 400
Moon Township, PA
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15108
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(Address of Principal Executive Offices)
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(Zip Code)
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(412)
787-2100
(Registrants Telephone Number, Including Area Code)
(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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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 2.02
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Results of Operations and Financial Condition.
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On July 25, 2018, Mastech Digital, Inc. (the Company) issued a press release (the Press Release) announcing its financial results
for the second quarter ended June 30, 2018. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it 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 a filing.
Item 7.01
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Regulation FD Disclosure.
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On July 25, 2018, the Company announced in the Press Release that its Board of Directors has declared a
two-for-one
stock split of its common stock, par value $0.01 (the Common Stock). The record date for the stock split is August 13, 2018. Shareholders of record as of the close of business on
the record date will receive one new share of Common Stock for every share that they own on such date. The distribution of the new shares of Common Stock will be made on August 24, 2018. The Company expects its Common Stock to begin trading at
the split-adjusted price on August 27, 2018. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it 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 a filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) The following exhibit is furnished with this Form
8-K:
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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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MASTECH DIGITAL, INC.
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By:
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/s/ John J. Cronin
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Name:
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John J. Cronin
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Title:
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Chief Financial Officer
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Date: July 25, 2018
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