-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C8uLwDHw6jNqcAM2qK9s7hbvt9IQ7ngPajLkgMhMJv38z2rQhkHi28ztJU59zPrp 4ZpKc8GiN9y6G6fHlpmysw== 0001104659-10-007535.txt : 20100217 0001104659-10-007535.hdr.sgml : 20100217 20100217112126 ACCESSION NUMBER: 0001104659-10-007535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100216 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100217 DATE AS OF CHANGE: 20100217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUCOWS INC /PA/ CENTRAL INDEX KEY: 0000909494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 232707366 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32600 FILM NUMBER: 10611653 BUSINESS ADDRESS: STREET 1: 96 MOWAT AVENUE CITY: TORONTO STATE: A6 ZIP: M6K 3M1 BUSINESS PHONE: 4165350123 MAIL ADDRESS: STREET 1: 96 MOWAT AVENUE CITY: TORONTO STATE: A6 ZIP: M6K 3M1 FORMER COMPANY: FORMER CONFORMED NAME: INFONAUTICS INC DATE OF NAME CHANGE: 19960426 FORMER COMPANY: FORMER CONFORMED NAME: INFONAUTICS CORP DATE OF NAME CHANGE: 19960315 8-K 1 a10-4033_18k.htm 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):  February 16, 2010

 

TUCOWS INC.

(Exact Name of Registrant Specified in Charter)

 

Pennsylvania

 

0-28284

 

23-2707366

(State or Other

 

(Commission File

 

(IRS Employer

Jurisdiction of

 

Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

96 Mowat Avenue, Toronto, Ontario, Canada

 

M6K 3M1

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (416) 535-0123

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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))

 

 

 



 

Item 8.01. Other Events

 

Stock repurchase program

 

On February 16, 2010, Tucows Inc.’s board of directors authorized the repurchase of up to $10 million of the Company’s common stock at the Company’s discretion and issued a press release announcing this stock repurchase program.

 

A copy of the press release is furnished as Exhibit 99.1 to this report pursuant to Item 8.01 and Regulation FD.

 

Item 9.01.  Financial Statements and Exhibits.

 

(a)           Not Applicable.

 

(b)           Not Applicable.

 

(c)           Not Applicable.

 

(d)           Exhibits.

 

Exhibit Number

 

Exhibit

 

 

 

99.1

 

Press Release dated February 16, 2010 announcing the authorization by the Tucows board of directors of a stock repurchase program.

 

2



 

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.

 

 

TUCOWS INC.

 

 

 

 

 

By:

/s/ Michael Cooperman

 

 

Michael Cooperman

 

 

Chief Financial Officer

 

Dated: February 17, 2010

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Exhibit

 

 

 

99.1

 

Press Release dated February 16, 2010 announcing the authorization by the Tucows board of directors of a stock repurchase program.

 

4


EX-99.1 2 a10-4033_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Tucows Announces a $10 million Stock Buyback Program

 

TORONTO, February 16, 2010 - Tucows Inc. (NYSE AMEX: TCX, TSX:TC) today announced that its Board of Directors has approved a stock buyback program to repurchase up to $10 million of Tucows common stock.  Tucows has also filed a notice of intention with the Toronto Stock Exchange (“TSX”) to make a normal course issuer bid through the facilities of the TSX.  Tucows will have the option to repurchase its shares of common stock either through the facilities of the TSX or the NYSE AMEX Stock Exchange.

 

The notice filed with the TSX provides that Tucows may, during the twelve-month period commencing February 19, 2010, repurchase up to 3,748,000 shares of its common stock, which amount represents approximately 10% of the public float of TucowsFor purposes of any repurchases made on the TSX, Tucows may only purchase up to a maximum of 1,890 shares in any daily trading session, which number represents 25% of the average daily trading volume on the TSX over the six month period ending January 31, 2010, unless the block purchase exception is relied upon.  As of February 16, 2010 there were 60,738,683 common shares outstanding. All shares purchased by Tucows under the normal course issuer bid will be cancelled.

 

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions.  Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

 

During Tucows’ previous stock buyback program, which ended on May 5, 2009, Tucows repurchased 849,760 common shares.

 

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

 

About Tucows

 

Tucows is a global Internet services company. OpenSRS manages over 9 million domain names and millions of email boxes through a reseller network of over 9,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

 

This news release contains, in addition to historical information, forward-looking statements related to such matters as the timing and total number of shares to be purchased under the proposed buyback program. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document and, except to the extent Tucows may be required to update such information under any applicable securities laws, Tucows assumes no obligation to update such forward-looking statements.

 



 

TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

 

For further information: Lawrence Chamberlain, The Equicom Group for Tucows Inc., (416) 815-0700 ext. 257, lchamberlain@equicomgroup.com.

 


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