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
May 4, 2015
Date of report (Date of earliest event reported)
ALIGN TECHNOLOGY, INC.
_______________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-32259 | 94-3267295 | |
(Commission File Number) | (IRS Employer Identification No.) | |
2560 Orchard Parkway, San Jose, California | 95131 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(408) 470-1000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 Other Events
On May 4, 2015, Align Technology, Inc. (the “Company”) issued a press release announcing that the Company has established a share repurchase plan, intended to comply with the requirements of Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release of Align Technology issued May 4, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: | May 4, 2014 | ALIGN TECHNOLOGY, INC. |
By: /s/ Roger E. George | ||
Roger E. George | ||
Vice President, Legal and Corporate Affairs and General Counsel | ||
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | Press Release of Align Technology issued May 4, 2015 | |
Align Technology Announces 10b5-1 Stock Repurchase Plan
SAN JOSE, Calif., May 4, 2015 -- Align Technology, Inc. (NASDAQ: ALGN) today announced that it has entered into a stock repurchase plan under which the Company will repurchase up to $30 million of its common stock. This stock repurchase plan is in addition to, and will become effective upon, the completion of the company's $70 million accelerated stock repurchase plan announced on April 28, 2015. This stock repurchase plan together with the accelerated stock repurchase plan was authorized as part of the Company's three-year $300 million stock repurchase program announced April 23, 2014. Align completed the repurchase of the first $100 million of the program in the first quarter of 2015.
The Company's stock repurchase plan will operate in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934. Accordingly, transactions, if any, will be effected in accordance with the terms of the share repurchase plan, including specified price, volume, and timing conditions.
About Align Technology, Inc.
Align Technology is the leader in modern clear aligner orthodontics that designs, manufactures and markets the Invisalign system, which provides dental professionals with a range of treatment options for adults and teenagers. The Company also offers the iTero 3D digital scanning system and services for orthodontic and restorative dentistry. Align Technology was founded in March 1997 and received FDA clearance to market Invisalign in 1998. Visit www.aligntech.com for more information.
For additional information about Invisalign or to find an Invisalign provider in your area, please visit www.invisalign.com. For additional information about iTero, please visit www.itero.com.
Forward Looking Statement
This news release contains forward-looking statements including statements regarding the Company's intention to repurchase shares of its common stock, the intended timing, amount and method of implementation of the stock repurchase program, the expected compliance of the repurchases with Rule 10b-18 under the Securities Exchange Act of 1934. Forward-looking statements contained in this news release relating to expectations about future events or results are based upon information available to Align as of the date hereof. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement. Factors that might cause such a difference include, but are not limited to, changing stock market conditions, and any future determination by the Company that its cash is better used for other alternatives and the other risks described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the Securities and Exchange Commission on February 28, 2014. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Investor Relations Contact
Shirley Stacy
Align Technology, Inc.
(408) 470-1150
sstacy@aligntech.com
Press Contact
Shannon Mangum Henderson
Ethos Communication, Inc.
(678) 261-7803
align@ethoscommunication.com