Document


 
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) – February 19, 2019
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WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Pennsylvania
 
1-8036
 
23-1210010
(State or other jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
530 Herman O. West Drive, Exton, PA
 
 
 
19341-0645
(Address of principal executive offices)
 
 
 
(Zip Code)

 Registrant’s telephone number, including area code: 610-594-2900

Not Applicable
(Former name or 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):
¨
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. ¨
 

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Item 7.01 Regulation FD Disclosure.

On February 21, 2019, West Pharmaceutical Services, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) has approved a second-quarter 2019 dividend of $0.15 per share. The dividend will be paid on May 1, 2019, to shareholders of record as of April 17, 2019. The Company also announced that its Board authorized a share repurchase program for calendar-year 2019, as described in Item 8.01 below.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 8.01 Other Events.

On February 19, 2019, the Company’s Board authorized a share repurchase program for calendar-year 2019 authorizing the repurchase of up to 800,000 shares of the Company’s common stock from time to time on the open market or in privately-negotiated transactions as permitted under Exchange Act Rule 10b-18. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. The share repurchase program is expected to be completed by December 31, 2019. The Company’s previously-authorized share repurchase program expired on December 31, 2018.

Item 9.01 Financial Statements and Exhibits.

(d)
Exhibit No.
Description
 
 99.1
West Pharmaceutical Services, Inc. Press Release, dated February 21, 2019.



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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.




 
WEST PHARMACEUTICAL SERVICES, INC.
 
 
 
 
 
/s/ Bernard J. Birkett
 
Bernard J. Birkett
 
Senior Vice President, Chief Financial Officer and Treasurer
 
 
 
 
February 21, 2019
 




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EXHIBIT INDEX


Exhibit No.
 
Description
99.1
 


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Exhibit


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Exhibit 99.1
Investor Contact:
Media Contact:
Quintin Lai
Emily Denney
Vice President, Investor Relations
Vice President, Global Communications
+1-610-594-3318
+1-610-594-3035
Quintin.Lai@westpharma.com
Emily.Denney@westpharma.com

West Announces Quarterly Dividend and Share Repurchase Program

EXTON, PA, February 21, 2019 – West Pharmaceutical Services, Inc. (NYSE: WST) today announced that the Company’s Board of Directors has approved a second-quarter 2019 dividend of $0.15 per share. The dividend will be paid on May 1, 2019, to shareholders of record as of April 17, 2019.

The Company also announced a share repurchase program authorizing the repurchase of up to 800,000 shares of the Company’s common stock from time to time on the open market or in privately-negotiated transactions as permitted under Securities Exchange Act of 1934 Rule 10b-18. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. The share repurchase program is expected to be completed by December 31, 2019. The Company’s previously-authorized share repurchase program expired on December 31, 2018.

About West

West Pharmaceutical Services, Inc. is a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products. Working by the side of its customers from concept to patient, West creates products that promote the efficiency, reliability and safety of the world’s pharmaceutical drug supply. West is headquartered in Exton, Pennsylvania, and supports its customers from locations in North and South America, Europe, Asia and Australia. West’s 2018 net sales of $1.7 billion reflect the daily use of approximately 112 million of its components and devices, which are designed to improve the delivery of healthcare to patients around the world.

Trademarks and registered trademarks are the property of West Pharmaceutical Services, Inc. in the United States and other jurisdictions, unless noted otherwise.