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): July 30, 2019
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 000-19406 | 36-2675536 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 3 Overlook Point, Lincolnshire, Illinois | 60069 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 847-634-6700
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of Each Class | | Trading Symbol | | Name of exchange on which registered |
| Class A Common Stock, par value $.01 per share | | ZBRA | | 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. ☐
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| Item 2.02. | Results of Operations and Financial Conditions. |
The information contained in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On July 30, 2019, we announced our results of operations and financial position as of and for the second quarter ended June 29, 2019. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01. Other Items.
On July 30, 2019, Zebra Technologies Corporation (the “Company”) issued a press release announcing that its Board of Directors has authorized a share repurchase program for up to an aggregate amount of $1 billion of its outstanding common stock. The new share repurchase program supersedes the Company’s prior share repurchase program, which was authorized in November 2011 and under which the Company had not repurchased any shares. Although the new share repurchase program does not have a stated expiration date, the Company announced that it currently expects to repurchase up to approximately 2% of the Company’s market capitalization every year. The level of the Company’s repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following Exhibit is being furnished herewith:
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| Exhibit Number | Description of Exhibits |
| 99.1 | Registrant’s Press Release dated July 30, 2019, relating to the company’s financial results for the quarter ended June 29, 2019 |
| 99.2 | Registrant’s Press Release dated July 30, 2019 relating to the 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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| | | | | ZEBRA TECHNOLOGIES CORPORATION |
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| Date: July 30, 2019 | | | | By: | | /s/ Cristen Kogl |
| | | | | | | Cristen Kogl |
| | | | | | | SVP, General Counsel |
EXHIBIT INDEX
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| Exhibit Number | Description of Exhibits |
| 99.1 | |
| 99.2 |
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