8-K
false 0000105319 0000105319 2020-06-15 2020-06-15

 

 

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): June 15, 2020

 

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Virginia

  

001-16769

  

11-6040273

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

675 Avenue of the Americas, 6th Floor, New York, New York

  

10010

(Address of principal executive offices)

  

(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

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:

☐ 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

Common Stock, no par value

  

WW

  

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.  ☐

 

 

Item 7.01. Regulation FD Disclosure.

In its press release issued June 15, 2020, WW International, Inc. stated with respect to quarter-to-date Digital recruitment trends in the second quarter of fiscal 2020: “This weekly growth trend has accelerated since then and is now trending ahead of the weekly recruitment growth rates in the first quarter of fiscal 2019 prior to the escalation of COVID-19 in mid-March.” The statement should have been “This weekly growth trend has accelerated since then and is now trending ahead of the weekly recruitment growth rates in the first quarter of fiscal 2020 prior to the escalation of COVID-19 in mid-March.”

The information contained in Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or 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 filing. Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this report that is provided in connection with Regulation FD.

2

SIGNATURE

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.

 

 

WW INTERNATIONAL, INC.

             

DATED: June 15, 2020

 

 

By:

 

/s/ Nicholas P. Hotchkin

 

 

Name:

 

Nicholas P. Hotchkin

 

 

Title:

 

Chief Financial Officer, Operating Officer, North America and President, Emerging Markets

3

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Document and Entity Information
Jun. 15, 2020
Cover [Abstract]  
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Entity Central Index Key 0000105319
Document Type 8-K
Document Period End Date Jun. 15, 2020
Entity Registrant Name WW INTERNATIONAL, INC.
Entity Incorporation State Country Code VA
Entity File Number 001-16769
Entity Tax Identification Number 11-6040273
Entity Address, Address Line One 675 Avenue of the Americas
Entity Address, Address Line Two 6th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10010
City Area Code (212)
Local Phone Number 589-2700
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, no par value
Trading Symbol WW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false