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 1, 2012.
CTPARTNERS EXECUTIVE SEARCH INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34993 | | 52-2402079 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 1166 Avenue of the Americas, 3rd Floor, New York, New York | | 10036 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 588-3500
(N/A)
(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.):
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events
On January 19, 2012, the Board of Directors of CTPartners Executive Search Inc. (the “Company”) authorized a new share repurchase program to acquire up to $1 million of the Company’s outstanding shares of common stock in open-market and privately negotiated transactions and block trades. The new share repurchase program extends the previous program which was authorized in August 2011 and pursuant to which the Company purchased 176,271 shares for slightly less than $1 million in open-market and privately-negotiated transactions. The timing of any share purchases under the new program, as well as the prices and number of shares to be purchased, will be dependent on market conditions and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The press release announcing the approval of the Company’s new share repurchase program is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, unless such subsequent filing specifically references this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| | 99.1 | Press Release dated February 1, 2012 entitled “CTPartners Executive Search Inc. Announces Expansion and Extension of Share Repurchase Program.” |
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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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| | | | CTPartners Executive Search Inc. |
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| Date: February 2, 2012 | | | | By: | | /s/ David Nocifora |
| | | | | | David C. Nocifora |
| | | | | | Chief Operating Officer and Chief Financial Officer |
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