2019-08-16 DE false 0001068875 0001068875 2019-08-16 2019-08-16

 

 

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

August 16, 2019

Date of Report

(Date of earliest event reported)

 

BLUCORA, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

000-25131

 

91-1718107

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

6333 North State Highway 161, 4th Floor

Irving, Texas 75038

(Address of principal executive offices)

(972) 870-6400

Registrant’s telephone number, including area code

 

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))

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

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

 

BCOR

 

NASDAQ Global Select Market

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 August 16, 2019, Blucora, Inc. (the “Company”) issued a press release announcing that it had recently completed the repurchase of approximately 272,000 shares of its common stock at an average price of approximately $23.13 per share pursuant to the previously announced authorization of the Company’s board of directors to repurchase up to $100.0 million of the Company’s common stock. The repurchases were conducted in the open market through a broker pursuant to a Rule 10b-18 trading plan.

In addition, as part of the repurchase program, on August 15, 2019, the Company entered into a Rule 10b5-1 repurchase plan. Repurchases under the Rule 10b5-1 repurchase plan, if any, may begin on September 15, 2019 and may continue until December 31, 2019. Any repurchases made pursuant to the Rule 10b5-1 repurchase plan will be made in accordance with certain trading parameters set forth in the plan as well as the price, volume and timing limitations set forth under Rule 10b-18.

Under the authorization of the Company’s board of directors, stock repurchases may be made through a variety of methods, including open market or privately negotiated transactions. The timing and number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The Company’s repurchase program does not obligate it to repurchase any specific number of shares and may be suspended or discontinued at any time. Any future repurchases of the Company’s common stock will be disclosed in the Company’s periodic reports with the Securities and Exchange Commission, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit
No.

   

Description

         
 

99.1

   

Press release dated August 16, 2019 (furnished herewith)

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL Document)


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.

Date: August 16, 2019

BLUCORA, INC.

     

By:

 

/s/ Ann J. Bruder

 

Ann J. Bruder

 

Chief Legal Officer and Secretary