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): May 15, 2018
Exponent, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-18655 | 77-0218904 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 149 Commonwealth Drive, Menlo Park, CA 94025 |
| (Address of Principal Executive Offices) (Zip Code) |
(650) 326-9400
(Registrant's telephone number, including area code)
(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 May 15, 2018, Exponent, Inc. (the “Company”) announced that its Board of Directors has approved a two-for-one stock split of its common stock and a change in the number of authorized shares of common stock to 120 million, each subject to stockholder approval of both the split and the change in authorized shares at the 2018 annual meeting of stockholders on May 31, 2018. The Company previously announced that its Board of Directors declared a quarterly cash dividend to be paid on June 22, 2018 to all common stockholders of record as of June 8, 2018. If the proposed stock split and the change in authorized shares are approved by stockholders, the cash dividend will be $0.13 per share. If Exponent’s stockholders do not approve both the proposed stock split and the change in authorized shares, the cash dividend will be $0.26 per share. A copy of the press release announcing the stock split is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
| Exponent, Inc. | ||
| Date: May 15, 2018 | By: | /s/ Richard L. Schlenker |
| Richard L. Schlenker | ||
| Executive Vice President, Chief Financial Officer, and Corporate Secretary | ||
EXHIBIT 99.1
Exponent Announces Two-for-One Stock Split
MENLO PARK, Calif., May 15, 2018 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) today announced that its Board of Directors has approved a two-for-one stock split of its common stock and a change in the number of authorized shares of common stock to 120 million, each subject to stockholder approval of both the split and the change in authorized shares at the 2018 annual meeting of stockholders on May 31, 2018. If Exponent’s stockholders approve the stock split and the change in authorized shares, each stockholder of record at the close of business on May 31, 2018 will receive one additional share of common stock for every outstanding share of common stock held on the record date. Upon completion of the stock split, Exponent will have approximately 52 million shares of common stock outstanding.
Exponent previously announced that the Board of Directors declared a quarterly cash dividend to be paid on June 22, 2018 to all common stockholders of record as of June 8, 2018. If the proposed stock split and the change in authorized shares are approved by stockholders, the cash dividend will be $0.13 per share. If Exponent’s stockholders do not approve both the proposed stock split and the change in authorized shares, the cash dividend will be $0.26 per share.
About Exponent
Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent's interdisciplinary organization of scientists, physicians, engineers, and business consultants draws from more than 90 technical disciplines to solve the most pressing and complicated challenges facing stakeholders today. The firm leverages over 50 years of experience in analyzing accidents and failures to advise clients as they innovate their technologically complex products and processes, ensure the safety and health of their users, and address the challenges of sustainability.
Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.
This news release contains, and incorporates by reference, certain "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) that are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. When used in this document and in the documents incorporated herein by reference, the words “intend,” "anticipate," "believe," "estimate," "expect" and similar expressions, as they relate to the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10K under the heading "Risk Factors" and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.
Source: Exponent, Inc.