UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2015
Jason Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36051 | 46-2888322 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
411 East Wisconsin Avenue, Suite 2100
Milwaukee, Wisconsin 53202
(Address of Principal executive offices, including Zip Code)
(414) 277-9300
(Registrant’s telephone number, including area code)
(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 February 24, 2015, Jason Industries, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s financial results for its fourth quarter and full year ended December 31, 2014. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report.
The information in this Current Report, including the Press Release, being furnished pursuant to Item 2.02 of Form 8-K and Item 7.01 of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report is incorporated herein by reference. In the Press Release, the Company issued its Fiscal 2015 Revenue and Adjusted EBITDA outlook.
Item 8.01 Other Events.
In the Press Release, the Company also announced that its Board of Directors (the "Board")approved a new warrant repurchase program (the "Repurchase Program"). The Repurchase Program authorizes management to repurchase in the aggregate up to $5 million of the outstanding warrants to purchase the Company's common stock. Repurchases may be made by the Company from time to time in open-market or privately-negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Repurchase Program does not obligate the Company to make repurchases at any specific time or situation. The Repurchase Program does not have an expiration date and may be amended or terminated by the Board at any time without prior notice. The press release announcing the Repurchase Program is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
Exhibit No. Description
99.1 Press Release dated February 24, 2015.
1
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.
JASON INDUSTRIES, INC.
By: /s/ Stephen L. Cripe
Name: Stephen L. Cripe
Title: Chief Financial Officer
Date: February 24, 2015
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 24, 2015.