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) April 24, 2018
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 01-14010 | 13-3668640 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 34 Maple Street, Milford, Massachusetts | 01757 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(508) 478-2000
(Registrant’s Telephone Number, Including Area Code)
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 (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 (§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 2.02 | Results of Operations and Financial Condition |
On April 24, 2018, Waters Corporation announced its results of operations for the quarter ended March 31, 2018. A copy of the related press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
| Item 8.01 | Other Events |
On April 20, 2018, the Board of Directors of the Company elected to terminate the Company’s existing share repurchase program, which had $526 million remaining as of that date, and authorize a new repurchase program under which the Company may repurchase, from time to time, up to $3.5 billion of its outstanding common stock over a three-year period in either open market or private transactions. The size and timing of these purchases will depend on price, market and business conditions and other factors.
Item 9.01 Financial Statements and Exhibits
| Exhibit 99.1 | Waters Corporation press release dated April 24, 2018 for the quarter ended March 31, 2018. |
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.
| WATERS CORPORATION | ||||||
| Dated: April 24, 2018 | By: | /s/ Sherry L. Buck | ||||
| Name: | Sherry L. Buck | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||