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
March 15, 2011
Date of report
PATTERSON COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 0-20572 | 41-0886515 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of Principal Executive Offices, including Zip Code)
(651) 686-1600
(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)) |
| Item 8.01 | Other Events |
On March 15, 2011, the board of directors of Patterson Companies, Inc. (the “Company”) approved a new share repurchase plan that replaces the existing share repurchase plan. Under the new plan, up to 25 million shares may be repurchased. The shares can be purchased in open market transactions through March 15, 2016. There were approximately 4.5 million shares available to be repurchased under the previous plan that has been replaced.
In addition, the board of directors approved an increase in the quarterly cash dividend to $0.12 per share from $0.10 per share, payable April 28, 2011 to shareholders of record as of the close of business on April 11, 2011.
A press release dated March 16, 2011 that describes the new share repurchase plan and the increase in the dividend was issued by the Company. A copy of this press release is furnished as exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99 | Press release dated March 16, 2011 |
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.
| PATTERSON COMPANIES, INC. | ||||||
| Date: March 16, 2011 | By: | /s/ R. Stephen Armstrong | ||||
| R. Stephen Armstrong | ||||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99 | Press release dated March 16, 2011 | |
Exhibit 99
Patterson Companies Announces Dividend Increase
And Expanded Share Repurchase Plan
St. Paul, MN—March 16, 2011—Patterson Companies, Inc. (Nasdaq) today announced that its board of directors has approved an increase in the quarterly cash dividend to $0.12 per share from $0.10 per share. The dividend is payable on April 28, 2011 to shareholders of record at the close of business on April 11, 2011.
Patterson’s board of directors also approved a new 25 million share repurchase plan that replaces the existing share buyback authorization under which approximately 4.5 million shares were available for repurchase. Under the new authorization, shares can be repurchased through open market transactions through March 15, 2016.
Scott P. Anderson, president and chief executive officer, commented: “While our first priority will be continued investment in our existing businesses, we believe that we have the resources to support an increased dividend rate and an expanded repurchase program. We intend to buy back approximately $150 million of Patterson common stock over the next 12 months under our new share repurchase authorization. Taken together, the increases in our quarterly cash dividend and share repurchase plan are clear expressions of our commitment to generate additional value for Patterson’s shareholders.”
There is no assurance that any shares will be repurchased by the Company. Shares that are repurchased will be retired and will constitute authorized but unissued shares.
About Patterson Companies, Inc.
Patterson Companies, Inc. is a value-added distributor serving the dental, companion-pet veterinarian and rehabilitation supply markets.
Dental Market
As Patterson’s largest business, Patterson Dental provides a virtually complete range of consumable dental products, equipment and software, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America.
Veterinary Market
Webster Veterinary is the nation’s second largest distributor of consumable veterinary supplies, equipment and software, diagnostic products, vaccines and pharmaceuticals to companion-pet veterinary clinics.
Rehabilitation Market
Patterson Medical is the world’s leading distributor of rehabilitation supplies and non-wheelchair assistive patient products to the physical and occupational therapy markets. The unit’s global customer base includes hospitals, long-term care facilities, clinics and dealers.
# # #
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. The Company cautions shareholders and prospective investors that the following factors, among others, may cause actual results to differ materially from those indicated by the forward-looking statements: competition within the dental, veterinary, and rehabilitative and assistive living supply industries; changes in the economics of dentistry, including reduced growth in expenditures by private dental insurance plans, the effects of economic conditions and the effects of healthcare reform, which may affect future per capita expenditures for dental services and the ability and willingness of dentists to invest in high-technology products; the effects of healthcare related legislation and regulation which may affect expenditures or reimbursements for rehabilitative and assistive products; changes in the economics of the veterinary supply market, including reduced growth in per capita expenditures for veterinary services and reduced growth in the number of households owning pets; the ability of the Company to maintain satisfactory relationships with its
sales force; unexpected loss of key senior management personnel; unforeseen operating risks; risks associated with the dependence on manufacturers of the Company’s products; and the ability of the Company to successfully integrate the recent acquisitions into its existing business. Forward-looking statements are qualified in their entirety by the cautionary language set forth in the Company’s filings with the Securities and Exchange Commission.
| For additional information contact: | ||||
| R. Stephen Armstrong | Richard G. Cinquina | |||
| Executive Vice President & CFO | Equity Market Partners | |||
| 651/686-1600 | 904/415-1415 |