Current Report Filing (8-k)
January 17 2019 - 6:36AM
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)
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January
17, 2019 (January 17, 2019)
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WEX Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32426
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01-0526993
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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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97 Darling Avenue, South Portland, ME
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04106
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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
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(207) 773-8171
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(Former name or former address if changes 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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
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 (§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.
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Regulation FD Disclosure.
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On January 17, 2019, the Company issued a press release captioned “WEX
Signs Agreement to Acquire Discovery Benefits.” A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1) shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act,
except as 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) Exhibits.
See Exhibit Index attached hereto.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the information on Exhibit
99.1, contains "forward-looking statements" intended to qualify for the
safe harbors from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such by the context of the statements,
including words such as “believe,” “expect,” “anticipate,” “plan,”
“may,” “would,” “intend,” “estimate,” “guidance” and other similar
expressions, whether in the negative or affirmative, although not all
forward-looking statements contain such words. These forward-looking
statements are based on current expectations, estimates, forecasts and
projections about the industry and markets in which the Company operates
and management’s beliefs and assumptions. There can be no assurance that
the benefits of the proposed acquisition will: be successful in
accelerating the Company’s growth rate; increase the Company’s product
suite; be successful in expanding capacity; achieve expected financial
results with regard to accretion; achieve synergy targets; close at all
or in the first quarter of 2019; or enable advanced partner or customer
offerings. The Company cannot guarantee that it actually will achieve
the financial results, plans, intentions, expectations or guidance
disclosed in the forward-looking statements made. Such forward-looking
statements involve a number of risks and uncertainties, any one or more
of which could cause actual results to differ materially from those
described in such forward-looking statements. Such risks and
uncertainties include or relate to, among other things: the effects of
general economic conditions on fueling patterns as well as payment and
transaction processing activity; the impact of foreign currency exchange
rates on the Company’s operations, revenue and income; changes in
interest rates; the impact of fluctuations in fuel prices; the effects
of the Company’s business expansion and acquisition efforts; potential
adverse changes to business or employee relationships, including those
resulting from the completion of an acquisition; competitive responses
to any acquisitions; uncertainty of the expected financial performance
of the combined operations following completion of an acquisition; the
ability to successfully integrate the Company's acquisitions; the
ability to realize anticipated synergies and cost savings; unexpected
costs, charges or expenses resulting from an acquisition; the Company's
failure to successfully operate and expand ExxonMobil's European and
Asian commercial fuel card programs; the failure of corporate
investments to result in anticipated strategic value; the impact and
size of credit losses; the impact of changes to the Company's credit
standards; breaches of the Company’s technology systems or those of
third-party service providers and any resulting negative impact on the
Company’s reputation, liabilities or relationships with customers or
merchants; the Company’s failure to maintain or renew key agreements;
failure to expand the Company’s technological capabilities and service
offerings as rapidly as the Company’s competitors; failure to
successfully implement the Company’s information technology strategies
and capabilities in connection with its technology outsourcing and
insourcing arrangements and any resulting cost associated with that
failure; the actions of regulatory bodies, including banking and
securities regulators, or possible changes in banking or financial
regulations impacting the Company’s industrial bank, the Company as the
corporate parent or other subsidiaries or affiliates; the impact of the
Company’s outstanding notes on its operations; the impact of increased
leverage on the Company's operations, results or borrowing capacity
generally, and as a result of acquisitions specifically; the incurrence
of impairment charges if the Company’s assessment of the fair value of
certain reporting units changes; the uncertainties of litigation; as
well as other risks and uncertainties identified in Item 1A of the
Company’s Annual Report for the year ended December 31, 2017, filed on
Form 10-K with the Securities and Exchange Commission on March 1, 2018.
The Company's forward-looking statements do not reflect the potential
future impact of any alliance, merger, acquisition, disposition or stock
repurchases. The forward-looking statements speak only as of the date of
this Current Report on Form 8-K and undue reliance should not be placed
on these statements. The Company disclaims any obligation to update any
forward-looking statements as a result of new information, future events
or otherwise.
SIGNATURE
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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WEX INC.
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Date:
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January 17, 2019
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By:
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/s/ Gregory A. Wiessner
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Gregory A. Wiessner
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Vice President, Corporate Securities Counsel
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