false0000105770
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2019-12-10
2019-12-10
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) – December 10, 2019
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WEST PHARMACEUTICAL SERVICES, INC. |
(Exact name of registrant as specified in its charter)
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Pennsylvania | | 1-8036 | | 23-1210010 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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530 Herman O. West Drive, | Exton, | PA | | | | 19341-0645 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: 610-594-2900
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Not Applicable |
(Former name or 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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☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value $0.25 per share | WST | New York Stock Exchange |
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 Regulation FD Disclosure.
On December 13, 2019, West Pharmaceutical Services, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) approved a first-quarter 2020 dividend of $0.16 per share. The dividend will be paid on February 5, 2020, to shareholders of record as of January 22, 2020. The Company also announced that its Board authorized a share repurchase program for calendar-year 2020, as described in Item 8.01 below.
On December 10, 2019, the Company appointed Charles Witherspoon, Vice President, Treasury, to the role of Vice President and Treasurer, effective immediately. The role of Treasurer was previously held by Bernard J. Birkett, Senior Vice President and Chief Financial Officer. Mr. Birkett will continue to serve as Senior Vice President and Chief Financial Officer of the Company.
On January 15, 2020, the Company will present an overview of its business at the J.P. Morgan Healthcare Conference in San Francisco, California, at 4:30 PM Pacific Time.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be 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 referencing in such filing.
Item 8.01 Other Events.
On December 10, 2019, the Company’s Board authorized a share repurchase program for calendar-year 2020 authorizing the repurchase of up to 848,000 shares of the Company’s common stock from time to time on the open market or in privately-negotiated transactions as permitted under Exchange Act Rule 10b-18. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. The share repurchase program is expected to be completed by December 31, 2020. The Company’s previously-authorized share repurchase program will expire on December 31, 2019.
Item 9.01 Financial Statements and Exhibits.
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(d) | Exhibit No. | Description |
| 99.1 | West Pharmaceutical Services, Inc. Press Release, dated December 13, 2019. |
| 104 | The cover page from the Company’s Current Report on Form 8-K, dated December 10, 2019, formatted in Inline XBRL. |
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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| WEST PHARMACEUTICAL SERVICES, INC. |
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| /s/ Bernard J. Birkett |
| Bernard J. Birkett |
| Senior Vice President and Chief Financial Officer |
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December 13, 2019 | |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | |