Item 7.01 Regulation FD Disclosure.
On
The information in the press release and this Item 7.01 is "furnished" and not "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Exchange Act or the Securities Act only if and to the extent such subsequent filing specifically references such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K to the extent described in Item 7.01.
Exhibit No. Description of Document 99.1 Press Release datedJanuary 30, 2020 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
-------------------------------------------------------------------------------- INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This document may include "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements relating to the completion of the merger. In this context,
forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "see," "will," "would,"
"target," similar expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain, such as statements about the consummation of the
proposed Sheppard transaction and the proposed merger (the "transactions") and
the anticipated benefits thereof. These and other forward-looking statements are
not guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements, including the failure to consummate
the transactions or to make any filing or take other action required to
consummate such transactions in a timely matter or at all. The inclusion of such
statements should not be regarded as a representation that any plans, estimates
or expectations will be achieved. You should not place undue reliance on such
statements. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include, among others,
that: (1) conditions to the closing of the transactions, including obtaining
required regulatory approvals, may not be satisfied or waived on a timely basis
or otherwise; (2) a governmental entity or a regulatory body may prohibit, delay
or refuse to grant approval for the consummation of the transactions and may
require conditions, limitations or restrictions in connection with such
approvals that can adversely affect the anticipated benefits of the proposed
transactions or cause the parties to abandon the proposed transactions; (3) the
transactions may involve unexpected costs, liabilities or delays; (4) the
business of the Company may suffer as a result of uncertainty surrounding the
transactions or the potential adverse changes to business relationships
resulting from the proposed transactions; (5) the Company may be adversely
affected by other general industry, economic, business, and/or competitive
factors; (6) there may be unforeseen events, changes or other circumstances that
could give rise to the termination of the transactions or affect the ability to
recognize the benefits of the transactions; (8) risks that the proposed
transactions may disrupt current plans and operations and present potential
difficulties in employee retention as a result of the transactions; (9) risks
related to diverting management's attention from the Company's ongoing business
operations; (10) there may be other risks to consummation of the transactions,
including the risk that the transactions will not be consummated within the
expected time period or at all which may affect the Company's business and the
price of the common stock of the Company; and (11) the risks described from time
to time in the Company's reports filed with the
--------------------------------------------------------------------------------
© Edgar Online, source