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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): January 27, 2015

 

 

Rush Enterprises, Inc.

(Exact name of registrant as specified in its charter)

 

Texas

(State or other jurisdiction

of incorporation)

0-20797

(Commission File Number)

74-1733016

(IRS Employer Identification No.)

     

555 IH-35 South, Suite 500

New Braunfels, Texas

(Address of principal executive offices)

  

78130

(Zip Code)

 

Registrant’s telephone number, including area code: (830) 626-5200

 

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 (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))

 

 
 
 

 

Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 27, 2015, Gerald R. Szczepanski notified Rush Enterprises, Inc. (the “Company”) of his retirement from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Szczepanski expressed no disagreement with the Company over any of its operations, policies or practices. The Company would like to thank Mr. Szczepanski for his many years of distinguished service as a Board member.

 

Item 8.01      Other Events.

 

On January 29, 2015, the Company issued a press release announcing that the Board approved a new stock repurchase program authorizing the Company to repurchase up to an aggregate of $40 million of its shares of Class A common stock, $.01 par value per share, and/or Class B common stock, $.01 par value per share. The new stock repurchase program replaces the previous $40 million stock repurchase program that was set to expire on February 3, 2015.

 

A copy of the press release announcing the new stock repurchase program is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

 

Item 9.01     Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit No.     Description

 

99.1

Rush Enterprises, Inc. press release dated January 29, 2015.

 

 
 
 

 

SIGNATURES

 

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.

 

 

RUSH ENTERPRISES, INC.

 

 

 

 

 

 

By:

/s/ Derrek Weaver

 

 

 

Derrek Weaver

 

 

 

Senior Vice President, General Counsel and

Corporate Secretary

  

 

Dated: January 29, 2015

 

 
 
 

 

EXHIBIT INDEX

 

Exhibit No.

  

Description

     

99.1

  

Rush Enterprises, Inc. press release dated January 29, 2015.

 

ex99-1.htm

Exhibit 99.1

  

 

 

Contact:       

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-626-5226

kellers@rushenterprises.com

 

Karen S. Konecny, 830-626-5102

konecnyk@rushenterprises.com

 

 

RUSH ENTERPRISES, INC. ADOPTS $40 MILLION STOCK REPURCHASE PROGRAM

 

 

SAN ANTONIO, Texas, January 29, 2015 — Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that its Board of Directors approved a new stock repurchase program authorizing the Company to repurchase, from time to time in the next year, up to an aggregate of $40 million of its shares of Class A common stock, $.01 par value per share, and/or Class B common stock, $.01 par value per share. The new stock repurchase program replaces the previous $40 million stock repurchase program that was set to expire on February 3, 2015.

 

“We believe that purchasing our common stock represents an attractive opportunity to benefit the long-term interests of the Company and its shareholders. The new stock repurchase program reflects our confidence in the Company’s future growth and our commitment to return capital to our shareholders,” said W. M. “Rusty” Rush, Chief Executive Officer and President of Rush Enterprises, Inc.

 

Repurchases will be made at times and in amounts as the Company deems appropriate and may be made through open market transactions, privately negotiated transactions and other lawful means at the Company’s discretion. The manner, timing and amount of any repurchases will be determined by the Company based on an evaluation of market conditions, stock price and other factors, including those related to the ownership requirements of its dealership agreements with Peterbilt. The stock repurchase program expires on February 3, 2016, and may be suspended or discontinued at any time. While the stock repurchase program does not obligate the Company to acquire any particular amount or class of common stock, the Company anticipates that it will be repurchasing primarily shares of its Class B common stock.

 

 

About Rush Enterprises, Inc.

 

Rush Enterprises, Inc. is the premier service provider to the commercial vehicle industry and owns and operates the largest network of commercial vehicle dealerships in the United States, representing truck and bus manufacturers, including Peterbilt, International, Hino, Isuzu, Ford, IC Bus and Blue Bird. The Company’s vehicle centers are strategically located in high traffic areas on or near major highways throughout the United States. These one-stop centers offer an integrated approach to meeting customer needs — from sales of new and used vehicles to aftermarket parts, service and body shop operations plus a wide array of financial services, including financing, insurance, leasing and rental. Rush Enterprises’ operations also provide vehicle up-fitting, chrome accessories and tires. For more information, please visit www.rushenterprises.com.

 

 
 
 

 

The Rush Enterprises, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3352

 

Certain statements contained herein, including those concerning the Company’s future growth and expectations about its stock repurchase program, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, competitive factors, general U.S. economic conditions, economic conditions in the new and used commercial vehicle markets, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, product introductions and acceptance, changes in industry practices, onetime events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission.