0000804753-13-000049.txt : 20131213 0000804753-13-000049.hdr.sgml : 20131213 20131213084541 ACCESSION NUMBER: 0000804753-13-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131213 DATE AS OF CHANGE: 20131213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERNER CORP /MO/ CENTRAL INDEX KEY: 0000804753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 431196944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15386 FILM NUMBER: 131275082 BUSINESS ADDRESS: STREET 1: 2800 ROCKCREEK PKWY STREET 2: W0162 CITY: KANSAS CITY STATE: MO ZIP: 64117 BUSINESS PHONE: 8162011024 MAIL ADDRESS: STREET 1: 2800 ROCKCREEK PKWY STREET 2: W0162 CITY: KANSAS CITY STATE: MO ZIP: 64117 8-K 1 a2013repurchase8-k.htm 8-K 2013 Repurchase 8-K


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 12, 2013
 
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
 

Delaware
0-15386
43-1196944
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
2800 Rockcreek Parkway, North Kansas City, Missouri
64117
(Address of Principal Executive Offices)
(Zip Code)
(816) 201-1024
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):

¨
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))








Item 8.01 Other Events.

On December 13, 2013, Cerner Corporation (the “Company”) announced that its Board of Directors authorized, on December 12, 2013, the repurchase of shares of the Company's Common Stock in the open market or in privately-negotiated purchases, or both, at an aggregate purchase price of up to $217 million. The timing and amount of any share repurchases will be determined by the Company's management based on market conditions and other factors. No time limit was set for completion of the program. The previous stock repurchase program approved by the Company's Board of Directors in 2012 has been completed. A press release announcing the repurchase program was issued and is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

d)     Exhibits

99.1 Press Release of Cerner Corporation dated December 13, 2013.







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.
 

 
 
 
 
 
 
CERNER CORPORATION
 
 
 
 
Date: December 13, 2013
 
 
 
By:
 
/s/ Marc G. Naughton
 
 
 
 
 
 
Marc G. Naughton, Executive Vice President
 
 
 
 
 
 
and Chief Financial Officer









EXHIBIT INDEX
 

Exhibit
Number
 
Description
 
 
99.1
 
Press Release of Cerner Corporation dated December 13, 2013.



EX-99.1 2 a991-pressreleaseofcernerc.htm EXHIBIT 99.1 - Press Release of Cerner Corporation dated December 13, 2013





CERNER ANNOUNCES SHARE REPURCHASE PROGRAM

KANSAS CITY, Mo. - Dec. 13, 2013 - Cerner Corporation (Nasdaq: CERN) today announced that its board of directors approved a stock repurchase program on December 12, 2013, at its regularly scheduled Board meeting, authorizing the repurchase of up to $217 million of its common stock. The company plans to repurchase shares from time to time in the open market, by block purchase, or possibly through other transactions managed by broker-dealers. No time limit was set for completion of the program.
 
Based on the Dec. 12, 2013, closing price, approximately 4.0 million shares, or 1.2 percent of the company’s shares outstanding, could be repurchased. The repurchase is intended to offset a portion of the dilution created by future equity grants and will be funded from working capital. The previous stock repurchase program approved by Cerner’s board of directors in 2012 was completed.

“At current prices, we believe the repurchase of our stock is a good use of funds,” stated Neal Patterson, Cerner’s chairman, CEO, and co-founder. “This program reflects our commitment to enhancing long-term shareholder value and our confidence in Cerner’s prospects as a leader in the growing health care industry."
  
About Cerner

Cerner is contributing to the systemic change of health and care delivery. For more than 30 years Cerner has been executing its vision to make health care safer and more efficient. We started with the foundation of digitizing paper processes and now offer the most comprehensive array of information software, professional services, medical device integration, remote hosting and employer health and wellness services. Cerner systems are used by everyone from individual consumers, to single-doctor practices, hospitals, employers and entire countries. Taking what we’ve learned over more than three decades, Cerner is building on the knowledge that is in the system to support evidence-based clinical decisions, prevent medical errors and empower patients in their care.

Cerner® solutions are licensed by approximately 10,000 facilities around the world, including more than 2,700 hospitals; 4,150 physician practices; 45,000 physicians; 550 ambulatory facilities, such as laboratories, ambulatory centers, behavioral health centers, cardiac facilities, radiology clinics and surgery centers; 800 home health facilities; 45 employer sites and 1,750 retail pharmacies.

Certain trademarks, service marks and logos (collectively, the “Marks”) set forth herein are owned by Cerner Corporation and/or its subsidiaries in the United States and certain other countries throughout the world. All other non-Cerner Marks are the property of their respective owners. Nasdaq: CERN. For more information about Cerner, please visit www.cerner.com, Twitter, Facebook and YouTube.

Cerner Media Contact: Megan Moriarty, (816) 888-2470, megan.moriarty@cerner.com
Cerner Investors Contact: Allan Kells, (816) 201-2445, akells@cerner.com

This release contains forward-looking statements that involve a number of risks and uncertainties. It is important to note that the Company's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. The words “plans”, “approximately”, “could be”, “current” “we believe”, or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the possibility of product-related liabilities; potential claims for system errors and warranties; the possibility of interruption at our data centers or client support facilities; our proprietary technology may be subject to claims for infringement or misappropriation of intellectual property rights of others, or may be infringed or misappropriated by others; risks associated with our non-U.S. operations; risks associated with our ability to effectively hedge exposure to fluctuations in foreign currency exchange rates; the potential for tax legislation initiatives that could adversely affect our tax position and/or challenges to our tax positions in the United States and non-U.S. countries; risks





associated with our recruitment and retention of key personnel; risks related to our dependence on third party suppliers; risks inherent with business acquisitions; the potential for losses resulting from asset impairment charges; risks associated with uncertainty in global economic conditions; managing growth in the new markets in which we offer solutions, health care devices and services; changing political, economic, regulatory and judicial influences; government regulation; significant competition and market changes; variations in our quarterly operating results; potential inconsistencies in our sales forecasts compared to actual sales; the volatility in the trading price of our common stock and the timing and volume of market activity; our directors’ authority to issue preferred stock and the anti-takeover provisions in our corporate governance documents; and material adverse resolution of legal proceedings; Additional discussion of these and other risks, uncertainties and factors affecting the Company's business is contained in the Company's periodic filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. The Company undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time.