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):   February 12, 2020

 

TUCOWS INC.
(Exact Name of Registrant Specified in Charter)

 

Pennsylvania

  

0-28284

  

23-2707366

(State or Other

  

(Commission File

  

(IRS Employer

Jurisdiction of

  

Number)

  

Identification No.)

Incorporation)

  

  

  

  

  

 

96 Mowat Avenue, Toronto, Ontario, Canada

  

M6K 3M1

(Address of Principal Executive Offices)

  

(Zip Code)

  

Registrant’s telephone number, including area code:   (416) 535-0123

 

Not Applicable
(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:

 

☐

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. ☐

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

TCX

 

NASDAQ

 

 

 
 

 

Item 8.01. Other Events

 

Stock repurchase program

 

Tucows Inc.’s board of directors authorized the repurchase of up to $40 million of the Company’s common stock at the Company’s discretion and issued a press release on February 12, 2020 announcing this stock repurchase program.

 

A copy of the press release is furnished as Exhibit 99.1 to this report pursuant to Item 8.01 and Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)

Not Applicable.

(b)

Not Applicable.

(c)

Not Applicable.

(d)

Exhibits.

         

Exhibit Number  Exhibit
   

99.1

Press Release dated February 12, 2020 announcing the authorization by the Tucows board of directors of a stock repurchase program.

 

-2-
 

 

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.

 

 

Date: February 13, 2020

 

TUCOWS INC.

 

 

 

 

 

By:

/s/ Davinder Singh

 

Name:

Davinder Singh

 

Title:

Chief Financial Officer

 

-3-
 

 

EXHIBIT INDEX

         

Exhibit Number  Exhibit
   

99.1

Press Release dated February 12, 2020 announcing the authorization by the Tucows board of directors of a stock repurchase program.

 

 

-4-

Exhibit 99.1

 

                        

 

Tucows Announces $40 Million Stock Buyback Program

 

TORONTO, February 12, 2020 – Tucows Inc. (NASDAQ: TCX, TSX: TC) announced today that its Board of Directors has approved a stock buyback program to repurchase, from time to time, up to $40 million of its common stock in the open market.

 

The new $40 million buyback program will commence February 13, 2020 and will terminate on or before February 12, 2021. Purchases for the new buyback program will be made exclusively through the facilities of the Nasdaq Capital Market. The previously announced $40 million buyback program for the period February 14, 2019 to February 13, 2020 has been terminated.

 

All shares purchased by Tucows under the stock buyback program will be retired and returned to treasury.

 

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

 

The purchase will be funded from available working capital and existing credit facilities. As of February 11, 2020, Tucows had 10,618,599 common shares outstanding.

 

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

 

About Tucows

Tucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com), Enom (http://www.enom.com) and Ascio (http://ascio.com) combined manage approximately 24 million domain names and millions of value-added services through a global reseller network of over 36,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).

 

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our expectations regarding our future financial results and, including, without limitation, our expectations regarding our ability to realize synergies from the Enom acquisition and our expectation for growth of Ting Internet. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.

 

Tucows, Ting, OpenSRS, Enom, Ascio and Hover are registered trademarks of Tucows Inc. or its subsidiaries.