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)
October 18, 2012
AMBASSADORS GROUP, INC.
| Delaware | No. 0-33347 | 91-1957010 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Dwight D. Eisenhower Building, 2001 S Flint Road, Spokane, WA 99224
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(509) 568-7800
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:
| ¨ | 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 2.02 Results of Operations and Financial Condition.
On October 24, 2012, Ambassadors Group, Inc. (the “Registrant”) issued a press release announcing the Registrant’s earnings for the quarter ended September 30, 2012. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein in its entirety.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.
Item 8.01. Other Events.
On October 18, 2012, the Board of Directors of the Registrant declared a special cash dividend of $0.50 per share. The dividend is payable on November 22, 2012 to stockholders of record on November 6, 2012. Also on October 18, 2012, the Board of Directors of the Registrant authorized an approximately $2.7 million increase in the funds which the Company may spend under the Company’s stock repurchase plan from $70.0 million to approximately $72.7 million. Of the approximately $72.7 million available for repurchase, the Company has expended approximately $56.5 million. Approximately $16.2 million remains available for repurchase under the stock repurchase plan.
On October 24, 2012, the Registrant issued a press release announcing the declaration of the special cash dividend and the increase to the Registrant’s stock repurchase plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1: Press Release, dated October 24, 2012
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.
| AM AMBASSADORS GROUP, INC. | |||||||
Date October 24, 2012 | By: By: /s/ | Anthony F. Dombrowik | |||||
ChJ.Anthony F. Dombrowik Senior Vice President, Chief Financial Officer (Principal financial officer) | |||||||
EXHIBIT INDEX
| Exhibit | |||
| Number | Description | ||
| 99.1 | Press Release, dated October 24, 2012 | ||