8-K
Jewett Cameron Trading Co Ltd (JCTC)
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): January 3, 2020
JEWETT-CAMERON TRADING COMPANY LTD .
(Exact name of registrant as specified in its charter)
| BRITISH COLUMBIA | 000-19954 | NONE |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission file no.) | (I.R.S. employer<br><br><br>identification no.) |
| 32275 N.W. Hillcrest, North Plains, Oregon | 97133 | |
| (Address of principal executive offices) | (Zip code) |
(503) 647-0110
_________________________________________________________________
(Registrant's telephone No. including area code)
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 (see General Instruction A.2. below:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CRF 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 240.14e-4(c))
Item 8.01 Other Events.
On January 9, 2020, the Company announced it had completed the private repurchase and cancelation of 490,120 common shares from its two largest shareholders, representing approximately 12% of the Company’s issued and outstanding shares.
Item 9.01 Financial Statements and Exhibits.
As described in Item 8.01 of this Current Report on Form 8-K, the following Exhibit is filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Exhibits
Exhibit No.
Description
99.1
News release dated January 9, 2020
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
JEWETT-CAMERON TRADING COMPANY LTD.
| Date: January 9, 2020 | By: /s/ “Charles Hopewell” |
|---|---|
| Name: Charles Hopewell,<br><br><br>Title: President/Chief Executive Officer/CFO/Director |
Jewett Cameron News Release
Jewett-Cameron Privately Repurchases 490,120 Common Shares
North Plains, Oregon January 9, 2020 – Jewett-Cameron Trading Company Ltd. ("Jewett-Cameron") (NASDAQ:JCTCF) announces it has completed the private repurchase and cancellation of a total of 490,120 common shares from the Company’s two largest shareholders.
300,000 common shares were repurchased from Michael Nasser, Company co-founder and current Officer and Director, and 190,120 common shares were repurchased from the Donald Boone Irrev Trust, which holds the common shares formerly owned by Donald Boone, Company co-founder and former Officer and Director, after his passing in May 2019. The price for all the repurchased shares was $7.89, which is the Volume Weighted Average Price (VWAP) of all Jewett-Cameron shares traded on NASDAQ during the first quarter of fiscal 2020 ended November 30, 2019.
“The repurchase of these shares was beneficial for the Company, the sellers, and our shareholders,” said CEO Charlie Hopewell. “For the Company, we were able to utilize a portion of our current excess cash through a quick repurchase at a fixed price. For the sellers, co-founder Mr. Nasser sold a portion of his shares for financial planning purposes, while the Donald Boone Irrev Trust sold to distribute a specific amount of cash to the Trust’s beneficiaries to fulfill the last will and testament of our other co-founder, Donald Boone. For all our shareholders, we hope they will benefit from higher EPS based on fewer outstanding shares.”
The total cost of the repurchase of the shares was $3,867,047 and was funded from the Company’s current cash position. The repurchase and cancelation represents approximately 12% of the Company’s previously issued and outstanding shares. After the cancelation of the repurchased shares, the Company has 3,481,162 common shares outstanding.
About Jewett-Cameron Trading Company Ltd.
Jewett-Cameron Trading Company is a holding company that, through its subsidiaries, operates out of facilities located in North Plains, Oregon. Jewett-Cameron Company’s business consists of the manufacturing and distribution of patented and patent pending specialty metal products, wholesale distribution of wood products, seed processing and sales, and sales of industrial tools and clamps. The Company’s brands include Lucky Dog, Animal House and AKC licensed products in the expanding pet market; fencing products under the Adjust-A-Gates, Fit-Right, Perimeter Patrol, and LIFETIME POST™ systems brands; Early Start, Spring Gardner, and Weatherguard for greenhouses; and TrueShade for patio umbrellas, furniture covers and canopies. Additional information about the Company and its products can be found the Company’s website at www.jewettcameron.com.
Forward-looking Statements
The information in this release contains certain forward-looking statements that anticipate future trends and events. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks, including but not limited to, the uncertainties of the Company’s new product introductions, the risks of increased competition and technological change in the Company’s industry, and other factors detailed in the Company’s SEC filings. Accordingly, actual results may differ, possibly materially, from predictions contained herein.
For further information, contact:
Charlie Hopewell
President and CEO
(503) 647-0110
Source: Jewett-Cameron Trading Company Ltd.