Current Report Filing (8-k)
September 01 2020 - 8:07AM
Edgar (US Regulatory)
0001099590
false
0001099590
2020-09-01
2020-09-01
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xbrli:shares
iso4217:USD
xbrli:shares
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): September 1, 2020
MercadoLibre,
Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-33647
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98-0212790
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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Arias 3751, 7th Floor, Buenos Aires, Argentina C1430CRG
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(Address of Principal Executive Offices) (Zip Code)
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(+5411) 4640-8000
(Registrant’s 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 (see General Instruction
A.2. below):
☐
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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:
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Title of 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, $0.001 par value per share
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MELI
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Nasdaq Global Select Market
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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. ☐
On August 30, 2020, the Board of Directors
of MercadoLibre, Inc. (the “Company”) authorized the Company to repurchase shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), for aggregate consideration of up to $350,000,000.
The Company expects to purchase shares at
any time and from time to time, in compliance with applicable federal securities laws, through open-market purchases, block trades,
derivatives, trading plans established in accordance with SEC rules, or privately negotiated transactions. The timing of repurchases
will depend on factors including market conditions and prices, the Company’s liquidity requirements and alternative uses
of capital. The share repurchase program expires on August 31, 2021 and may be suspended from time to time or discontinued, and
there is no assurance as to the number of shares that will be repurchased under the program or that there will be any repurchases.
Forward-Looking Statements
Any statements herein regarding MercadoLibre,
Inc. that are not historical or current facts are forward-looking statements. These forward-looking statements convey MercadoLibre,
Inc.’s current expectations or forecasts of future events. Forward-looking statements regarding MercadoLibre, Inc. involve
known and unknown risks, uncertainties and other factors that may cause MercadoLibre, Inc.’s actual results, performance
or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking
statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements”
and “Cautionary Statement Regarding Forward-Looking Statements” sections of MercadoLibre, Inc.’s annual report
on Form 10-K for the year ended December 31, 2019 and quarterly reports on Form 10-Q for the quarters ended March 31, 2020, and
June 30, 2020, and any of MercadoLibre, Inc.’s other applicable filings with the Securities and Exchange Commission. Unless
required by law, MercadoLibre, Inc. undertakes no obligation to publicly update or revise any forward-looking statements to reflect
circumstances or events after the date hereof.
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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MercadoLibre, Inc.
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Dated: September 1, 2020
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By:
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/s/ Pedro Arnt
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Name:
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Pedro Arnt
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Title:
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Chief Financial Officer
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