BOSTON OMAHA Corp 8-K, filed Mar 18, 2020
BOSTON OMAHA Corp (BOC)
About this 8-K
BOSTON OMAHA Corp filed this 8-K on March 18, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): March 18, 2020
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BOSTON OMAHA CORPORATION |
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(Exact name of registrant as specified in its Charter) |
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Delaware |
001-38113 |
27-0788438 |
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(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
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1411 Harney St., Suite 200 Omaha, Nebraska 68102 (Address and telephone number of principal executive offices, including zip code) |
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(857) 256-0079 (Registrant's telephone number, including area code) |
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Not Applicable (Former name or address, if changed since last report) |
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Securities registered under Section 12(b) of the Exchange Act:
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Title of Class |
Trading Symbol |
Name of Exchange on Which Registered |
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Class A common stock, $0.001 par value per share |
BOMN |
The Nasdaq Stock Market LLC (NASDAQ Capital Market) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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ITEM 8.01 |
Other Events |
On March 18, 2020, the Board of Directors (the “Board”) of Boston Omaha Corp. (“Boston Omaha” or the "Company"), authorized and approved a share repurchase program for up to $20,000,000 worth of shares of its Class A common stock (the “Repurchase Program”). Under the Repurchase Program, Boston Omaha intends to repurchase shares, from time to time, in solicited or unsolicited transactions in the open market, privately-negotiated transactions, transactions pursuant to a Rule 10b5-1 plan, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). The repurchase program does not obligate Boston Omaha to purchase any particular number of shares and will run through the earlier of June 30, 2021, or the Board’s decision that the Repurchase Program is no longer consistent with Boston Omaha’s short-term and long-term objectives.
The Board also authorized Boston Omaha to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, Boston Omaha’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase Boston Omaha Class A common stock in accordance with the terms of the plan. Boston Omaha may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its Class A common stock pursuant to its Repurchase Program.
Boston Omaha cannot predict when or if it will repurchase any shares of Class A common stock as such share repurchase will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s shares; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities quoted on the NASDAQ Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.
Information regarding share repurchases will be available in Boston Omaha’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
A copy of the press release is filed with this report and incorporated herein by reference.
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ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
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(d) |
Exhibits. The Exhibit Index set forth below is incorporated herein by reference. |
EXHIBIT INDEX
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Exhibit Number |
Exhibit Title | |
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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.
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BOSTON OMAHA CORPORATION (Registrant) |
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By: |
/s/ Joshua P. Weisenburger |
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Joshua P. Weisenburger, |
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Chief Financial Officer |
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Date: March 18, 2020
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Exhibit 99.1
BOSTON OMAHA CORPORATION ANNOUNCES
ADOPTION OF CLASS A COMMON STOCK REPURCHASE PROGRAM
Omaha, Nebraska, March 18, 2020 – Boston Omaha Corporation (NASDAQ: BOMN) (“Boston Omaha” or the “Company”), today announced that its Board of Directors (the “Board”) approved a share repurchase program under which the Company can repurchase up to $20,000,000 of its Class A common stock through June 30, 2021 through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.
The Board also authorized the Company to establish “Rule 10b5-1 trading plans” for these share repurchases. Rule 10b5-1 trading plans allow companies to repurchase shares at times when they might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods. Under any Rule 10b5-1 trading plan the Company might adopt, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s Class A common stock in accordance with the terms of the plan.
The actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. The share buyback program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.
About Boston Omaha Corporation
Boston Omaha Corporation is a public holding company with three majority owned businesses engaged in outdoor advertising, surety insurance and broadband telecommunications services. The Company also maintains minority investments in a bank, a national residential homebuilder and commercial real estate services businesses.
Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of this Current Report on Form 8-K, including statements concerning the Company’s plans to consummate the share repurchase program; the timing and ability of the Company to repurchase additional shares of Class A common stock, if any, under the share repurchase program; fluctuations in the trading volume and market price of shares of the Company’s Class A common stock, general business and market conditions and management’s determination of alternative needs and uses of the Company’s cash resources, all of which may affect the Company’s long-term performance and repurchases under the share repurchase program; and any statements or assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” or the negative thereof or other comparable terminology. Although the Company believes that the expectations reflected in the forward-looking statements contained herein are reasonable, such expectations or any of the forward-looking statements may prove to be incorrect and actual results could differ materially from those projected or assumed in the forward-looking statements. Any forward-looking statements are subject to inherent risks and uncertainties, including, but not limited to, the risks described in the Company’s filings with the Securities and Exchange Commission. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof and the Company does not intend to update any forward-looking statements except as required by law or applicable regulations.
Contacts:
Boston Omaha Corporation
Catherine Vaughan
617-875-8911
cathy@bostonomaha.com