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): August 7, 2019 (August
6, 2019)
______________
Issuer
Direct Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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500
Perimeter Park Drive Suite D, Morrisville, North Carolina
27560
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (919) 481-4000
N/A
(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:
☐ 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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001
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ISDR
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NYSE American
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Item
8.01. — Other Events.
On
August 6, 2019, the Board of Directors of Issuer Direction
Corporation, a Delaware corporation (the “Company”),
authorized a share repurchase program under which the Company may
repurchase up to $1 million of its common stock (the
“Repurchase Program”)
Under
the Repurchase Program, the Company may repurchase shares in
accordance with all applicable securities laws and regulations,
including Rule 10b-18 of the Securities Exchange Act of 1934, as
amended. The extent and timing of repurchases, if any, will depend
upon a variety of factors, including market conditions, regulatory
requirements and other corporate considerations as determined by
the Company’s management. The Repurchase Program may be
extended, suspended, or discontinued at any time. The Company
expects to fund the Repurchase Program from its existing cash flows
from operations. The Company had 3,862,568 shares of common stock
outstanding as of August 1, 2019.
On August 7, 2019, the Company issued a press release announcing
the Repurchase Program. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01 — Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No.
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Description
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Press Release
issued by the Company on August 7, 2019.
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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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Issuer
Direct Corporation
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Date: August 7,
2019
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By:
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/s/ Brian
R. Balbirnie
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Brian R.
Balbirnie
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Chief Executive
Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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Press Release
issued by the Company on August 7, 2019.
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