UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code:
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):
| Written communication 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 (§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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| ITEM 7.01 |
Regulation FD Disclosure. |
On April 5, 2021, Carriage Services, Inc. (the “Company”) issued a letter to shareholders (the “Annual Shareholder Letter”), which is attached hereto as Exhibit 99.1, and issued a press release in connection with the Annual Shareholder Letter, which is attached hereto as Exhibit 99.2. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibits 99.1 and 99.2.
The information contained in Item 7.01 of this Current Report on Form 8-K and the exhibits furnished hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. Additionally, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the 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, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, are material or that the dissemination of such information is required by Regulation FD.
| ITEM 9.01 |
Financial Statements and Exhibits. |
The following are furnished as part of this Current Report on Form 8-K:
| 99.1 |
||
| 99.2 |
Annual Shareholder Letter, dated April 5, 2021 (furnished herewith pursuant to Item 7.01) | |
| 101 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
| 104 |
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release of Carriage Services, Inc., dated April 5, 2021 (furnished herewith pursuant to Item 7.01) | |
| 99.2 | Annual Shareholder Letter, dated April 5, 2021 (furnished herewith pursuant to Item 7.01) | |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |
SIGNATURE
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.
| CARRIAGE SERVICES, INC. | ||||||
| Dated: April 5, 2021 | By: | /s/ Steven D. Metzger | ||||
| Steven D. Metzger | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||