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) – December 17, 2015
| WEST PHARMACEUTICAL SERVICES, INC. |
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-8036 | 23-1210010 | ||
(State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 530 Herman O. West Drive, Exton, PA | 19341-0645 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 610-594-2900
| Not Applicable |
| (Former name or 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 17, 2015, West Pharmaceutical Services, Inc. (the "Company") announced that its Board of Directors formally appointed Chief Executive Officer Eric M. Green to the office of President of the Company. The appointment does not alter his responsibilities.
A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Also on December 17, 2015, the Company announced that the Board of Directors has approved a first-quarter 2016 dividend of $0.12 per share. The dividend will be paid on February 3, 2016 to shareholders of record as of January 20, 2016.
The information contained in Item 7.01 of this report and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 8.01 Other Events.
In addition, the Company announced a share repurchase program authorizing the repurchase of up to 700,000 shares of the Company's common stock from time to time on the open market or in privately negotiated transactions as permitted under Exchange Act Rule 10b-18. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions, but the program will commence on January 1, 2016 and is expected to be completed by December 31, 2016. The Company's previously authorized share repurchase program expires on December 31, 2015.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 99.1 | West Pharmaceutical Services, Inc. Press Release, dated December 17, 2015. | |
SIGNATURE
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.
| WEST PHARMACEUTICAL SERVICES, INC. | |
| /s/ William J. Federici | |
| William J. Federici | |
| Senior Vice President and Chief Financial Officer | |
| December 17, 2015 | |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | West Pharmaceutical Services, Inc. Press Release, dated December 17, 2015. |