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 16, 2019
AEGION CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware | | 001-35328 | | 45-3117900 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
17988 Edison Avenue, Chesterfield, Missouri | | | 63005 |
(Address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: (636) 530-8000
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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Shares, $0.01 par value | AEGN | The Nasdaq Global Select Market |
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. ☐
The Board of Directors of Aegion Corporation (the "Company") authorized a program to repurchase up to two million shares of the Company’s common stock in open market transactions. The Board of Directors’ authorization does not have a fixed expiration date. The Company is currently executing a repurchase program that will expire upon the Company’s repurchase of two million shares of Company common stock. Through November 30, 2019, the Company had repurchased nearly 1.5 million shares through the existing program.
The Company issued a press release (the “Press Release”) on December 16, 2019 to announce its program to repurchase. A copy of the Press Release is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K, including 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. | Financial Statements and Exhibits. |
| | (d) | The following exhibits are filed as part of this report: |
| | Exhibit Number | Description |
| | 99.1 | Press Release of Aegion Corporation dated December 16, 2019, filed herewith. |
| | | |
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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.
| | AEGION CORPORATION | |
| | | | |
| | | | |
| | By: | /s/ Mark A. Menghini | |
| | | Mark A. Menghini | |
| | | Senior Vice President and General Counsel | |
Date: December 17, 2019
