0001042167-13-000220.txt : 20131216 0001042167-13-000220.hdr.sgml : 20131216 20131216125701 ACCESSION NUMBER: 0001042167-13-000220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131216 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131216 DATE AS OF CHANGE: 20131216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEMALE HEALTH CO CENTRAL INDEX KEY: 0000863894 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 391144397 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13602 FILM NUMBER: 131278426 BUSINESS ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: STE 2225 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3125959123 MAIL ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: SUITE 2225 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: WISCONSIN PHARMACAL COMPANY INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.htm FORM 8-K form8k.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2013

THE FEMALE HEALTH COMPANY 
(Exact name of registrant as specified in its charter)

Wisconsin
(State or other jurisdiction of incorporation)

1-13602
 
39-1144397
(Commission File Number)
 
(I.R.S. Employer I.D. Number)

515 North State Street
Suite 2225
Chicago, Illinois
 
 
 
60654
(Address of Principal Executive Offices)
 
(Zip Code)

312-595-9123
(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 (see General Instruction A.2. below):
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
           

 
 

 


Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure.

On December 16, 2013, The Female Health Company (the "Company") issued a press release (the "Press Release") announcing the declaration of a quarterly dividend and the extension of the Company's stock repurchase program to December 31, 2014.  A copy of the Press Release is attached as Exhibit 99.1 to this report.  The attached Exhibit 99.1 is furnished pursuant to Item 7.01 of Form 8-K.

The information in this Item 7.01 and the Press Release attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

99.1 -- Press Release of The Female Health Company, issued December 16, 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.

THE FEMALE HEALTH COMPANY
Date:  December 16, 2013
BY /s/ Michele Greco                                                   
      Michele Greco, Vice President
        and Chief Financial Officer
 
 

EX-99.1 2 ex991toform8k.htm EXHIBIT 99.1 TO FORM 8-K ex991toform8k.htm
EXHIBIT 99.1
 
Contacts:                    William R. Gargiulo, Jr. 231.526.1244
                                     Michele Greco, CFO     312.595.9123
 
 
The Female Health Company Declares First Quarter Dividend
and Extends Stock Repurchase Program

CHICAGO (December 16, 2013) – The Female Health Company (NASDAQ-CM: FHCO), today announced that its Board of Directors has declared a quarterly cash dividend of $0.07 per share.  This represents the Company's 17th consecutive quarterly dividend and will be paid February 5, 2014, to stockholders of record as of January 29, 2014.

The Board of Directors also extended the Company's stock repurchase program through December 31, 2014.  The program is due to expire at the end of calendar year 2013 and has a repurchase cap of 3 million shares of common stock.  The Company has repurchased approximately two million shares under the program, and approximately one million shares remain for potential repurchase.
 
"The Company's Board of Directors and management team believe that the payment of cash dividends allows shareholders to participate directly in the Company's success," stated O.B. Parrish, Chairman and Chief Executive Officer of The Female Health Company.  "The Company's profitability has generated cash from operations that exceeds the Company's capital spending requirements, and the Company remains debt-free.  We believe that utilizing some of this excess cash flow to pay cash dividends is in the best interests of our shareholders.  Extending the stock repurchase program provides another alternative for allocation of excess cash resources."
 
Any future quarterly dividends and the record date for any such dividends must be approved each quarter by the Company's Board of Directors and announced by the Company.  Payment of future dividends is at the discretion of the Board of Directors, which will base its decisions on operating cash flows, capital spending and other cash requirements, and other factors that may affect whether or not it believes the continued payment of dividends is in the best interests of the Company and its shareholders.
 
About The Female Health Company
 
The Female Health Company, based in Chicago, Illinois, manufactures and markets the FC2 Female Condom® (FC2), which is available in the U.S. and approximately 143 other countries globally.  The Company owns certain worldwide rights to the FC2 Female Condom®, including patents that have been issued in a number of countries around the world. The patents cover the key aspects of FC2, including its overall design and manufacturing process.  The FC2 Female Condom® is the only currently available female-controlled product approved by the FDA that offers dual protection against sexually transmitted diseases, including HIV/AIDS, and unintended pregnancy. The World Health Organization (WHO) has cleared FC2 for purchase by U.N. agencies.
 
 
 
 

 
 
"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995:
 
The statements in this release which are not historical fact are "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements in this release relate to the continuation of cash dividends in future periods and the timing and amount of repurchases under the stock repurchase program.  These statements are based upon the Company's current plans and strategies, and reflect the Company's current assessment of the risks and uncertainties related to its business, and are made as of the date of this release.  The Company assumes no obligation to update any forward-looking statements contained in this release as a result of new information or future events, developments or circumstances.  Such forward-looking statements are inherently subject to known and unknown risks and uncertainties.  The Company's actual results and future developments could differ materially from the results or developments expressed in, or implied by, these forward-looking statements.  Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the following:  product demand and market acceptance; competition in the Company's markets and the risk of new competitors and new competitive product introductions; the Company's reliance on its international partners in the consumer sector and on the level of spending on the female condom by country governments, global donors and other public health organizations in the global public sector; the economic and business environment and the impact of government pressures; risks involved in doing business on an international level, including currency risks, regulatory requirements, political risks, export restrictions and other trade barriers; the Company's production capacity, efficiency and supply constraints; and other risks detailed in the Company's press releases, shareholder communications and Securities and Exchange Commission filings, including the Company's Form 10-K for the fiscal year ended September 30, 2013.  Actual events affecting the Company and the impact of such events on the Company's operations may vary from those currently anticipated.
 
For more information about the Female Health Company visit the Company's website at http://www.femalehealth.com and http://www.femalecondom.org. If you would like to be added to the Company's e-mail alert list, please send an e-mail to FHCInvestor@femalehealthcompany.com.
 
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