エドガーで原本を確認する
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): May 25, 2023
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13795 | 95-2588080 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification No.) |
| 4695 MacArthur Court Newport Beach, California 92660 |
| (Address of principal executive offices) |
Registrant’s telephone number: (949) 260-1200
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 |
Exchanges on which registered |
||
| Common Stock, $.10 par value | AVD | New York Stock Exchange |
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 12b02 of the Securities Exchange Act of 1934 (§240.12b02 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 8.01 | Other Events |
On May 25, 2023, American Vanguard Corporation (“Registrant”) issued a press release announcing that its board of directors had approved a 10b5-1 share repurchase plan pursuant to which Registrant could purchase up to $15 million of its common stock over the next twelve months. The full text of that press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 8.01 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press release dated May 25, 2023, of Registrant announcing a 10b5-1 share repurchase plan. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||||
| Date: May 26, 2023 | ||||||
| By: | /s/ Timothy J. Donnelly |
|||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary |
||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
American Vanguard Corporation Announces Share Repurchase Program
Newport Beach, CA – May 25, 2023 – American Vanguard Corporation (NYSE: AVD) today announced that the Company’s Board of Directors has approved a program for repurchasing up to $15 million of common stock within the requirements of Exchange Act Rule 10b-18 over the next twelve months. It is expected that this program will commence during the first week of June 2023.
Eric Wintemute, Chairman and CEO of American Vanguard, stated, “This authorization to repurchase shares reflects the strong degree of confidence that our Board of Directors has in the strength of AVD’s core business, as well as our strategic growth initiatives. New biological crop protection and nutrition products in the Green Solutions portfolio and SIMPAS/Ultimus prescription application technologies for enhanced agricultural productivity and environmental sustainability are fundamentally transforming AVD into a technology-driven enterprise. In the collective interest of all shareholders, management and the Board believe that it is beneficial to take appropriate opportunities to acquire outstanding shares that we feel are undervalued to the expected success of the company in coming years.”
About American Vanguard
American Vanguard Corporation is a diversified specialty and agricultural products company that develops, manufactures, and markets solutions for crop protection and nutrition, turf and ornamentals management, commercial and consumer pest control. American Vanguard is included on the Russell 2000® & Russell 3000® Indexes and the Standard & Poors Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.
The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.
| Company Contacts: | Investor Representative | |
| American Vanguard Corporation | The Equity Group Inc. | |
| William A. Kuser, Director of Investor Relations | www.theequitygroup.com | |
| (949) 260-1200 | Lena Cati (212) 836-9611 | |
| williamk@amvac.com | Lcati@equityny.com | |
1