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 15, 2020
SYNEOS HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36730 | | 27-3403111 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1030 Sync Street Morrisville, North Carolina | | 27560-5468 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (919) 876-9300
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.01 par value per share | | SYNH | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition |
On January 15, 2020, Syneos Health, Inc. (the “Company”) will be providing a presentation to investors at the J.P. Morgan 2020 Healthcare Conference. In connection with the presentation and based on the Company’s preliminary results for the year ended December 31, 2019, the Company has reaffirmed its guidance for the full year 2019, which was previously issued on October 31, 2019, as noted on Slide 15 of the presentation. The presentation also includes the Company’s outlook for the full year 2020. The full text of the presentation is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The preliminary financial results are based on the Company’s current estimate of its results for the year ended December 31, 2019, and remain subject to change based on the completion of closing and review procedures and the execution of the Company’s internal control over financial reporting.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02 and Item 7.01, including the presentation attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the 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 incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
| Item 7.01 | Regulation FD Disclosure |
The foregoing disclosure in Item 2.02 hereof is incorporated by reference into this Item 7.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
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| | | | SYNEOS HEALTH, INC. |
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Date: January 15, 2020 | | By: | | /s/ Jonathan Olefson |
| | Name: | | Jonathan Olefson |
| | Title: | | General Counsel and Corporate Secretary |
