Current Report Filing (8-k)
June 03 2016 - 5:02PM
Edgar (US Regulatory)
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): June 2, 2016
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-14875
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52-1261113
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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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1101 K Street NW, Washington, D.C. 20005
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (202) 312-9100
(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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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))
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Item 8.01 Other Events
On June 2, 2016, the Board of Directors (the Board) of FTI Consulting, Inc. (FTI Consulting) authorized a stock repurchase program
under which FTI Consulting may repurchase up to $100.0 million of its outstanding common stock. No time limit has been established for the completion of the program, and the program may be suspended, discontinued or replaced by the Board at any time
without prior notice.
Under the program, FTI Consulting may repurchase shares in open-market purchases in accordance with all applicable securities laws
and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The specific timing and amount of repurchases will be determined by FTI Consultings management, in its discretion, and will vary based on market
conditions, securities law limitations and other factors. The repurchases may be funded using available cash on hand or a combination of cash and available borrowings under the Companys senior secured revolving bank credit facility.
FTI Consulting issued a press release on June 2, 2016 announcing the stock repurchase program. A copy of the press release is being furnished as Exhibit
99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-looking statements include
statements, without limitation, regarding plans for share repurchases. When used in this press release, words such as estimates, expects, anticipates, projects, plans, intends,
believes, forecasts, may and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon FTI Consultings expectations at
the time it makes them and various assumptions. FTI Consultings expectations, beliefs and projections are expressed in good faith, and it believes there is a reasonable basis for them. However, there can be no assurance that managements
plans will be achieved. Factors that could cause changes to FTI Consultings plans include risks described under the heading Item 1A Risk Factors in FTI Consultings most recent Form 10-K and in FTI Consultings other
filings with the Securities and Exchange Commission. FTI Consulting is under no duty to update any of the forward-looking statements to conform such statements to actual results or events and does not intend to do so.
ITEM 9.01. Financial Statements and Exhibits
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Exhibit
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Description
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99.1
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Press Release dated June 2, 2016 of FTI Consulting, Inc.
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
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FTI CONSULTING, INC.
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Dated: June 3, 2016
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By:
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S
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URTIS
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Curtis Lu
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General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release dated June 2, 2016 of FTI Consulting, Inc.
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3
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