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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: January 17, 2025

VIRCO MFG. CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-8777 95-1613718
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
   
2027 Harpers Way  
TorranceCalifornia 90501
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 533-0474

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:

¨    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))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
VIRC
The Nasdaq Stock Market LLC

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. [ ]


TABLE OF CONTENTS





Item 8.01 Other Events.

On January 21, 2025, Virco Mfg. Corporation (the “Company”) issued a press release announcing that its Board of Directors has approved a new share repurchase program for up to $10,000,000 of the Company’s Common Stock. The program will commence February 1, 2025 and has no time limit.

Repurchases of Common Stock under the new program may be made at management’s discretion from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate, legal and regulatory requirements, prevailing stock prices, trading volume, and other considerations. The repurchase authorization does not obligate the Company to acquire any particular amount of Common Stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. The Company expects to utilize its existing cash and cash equivalents to fund repurchases under the new share repurchase program.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
Exhibit
No.		  Description
  

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.
 
VIRCO MFG. CORPORATION
(Registrant)
 
Date: January 21, 2025/s/ Douglas A. Virtue
 (Signature)  
 Name:  Douglas A. Virtue
 Title:  President




Exhibit 99.1



Virco Adopts New Share Repurchase Program

TORRANCE, Calif., January 21, 2025 (Globe Newswire)—Virco Mfg. Corporation (NASDAQ:VIRC), a leading manufacturer and supplier of movable furniture and equipment for educational environments and public spaces, announced today that its Board of Directors has approved a new share repurchase program for up to $10,000,000 of the Company’s Common Stock. The program will commence February 1, 2025 and has no time limit.

Repurchases of Common Stock under the new program may be made at management’s discretion from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate, legal and regulatory requirements, prevailing stock prices, trading volume, and other considerations. The repurchase authorization does not obligate the Company to acquire any particular amount of Common Stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. The Company expects to utilize its existing cash and cash equivalents to fund repurchases under the new share repurchase program.

Contact:
Virco Mfg. Corporation
(310) 533-0474
Robert A. Virtue, Chairman and Chief Executive Officer
Doug Virtue, President
Robert Dose, Chief Financial Officer


Statement Concerning Forward-Looking Information

This news release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and beliefs about future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are out of our control and difficult to forecast. These factors may cause actual results to differ materially from those that are anticipated. See our Annual Report, Quarterly Reports on Form 10-Q, and other reports and material that we file with the Securities and Exchange Commission for a further description of these and other risks and uncertainties applicable to our business. We assume no, and hereby disclaim any, obligation to update any of our forward-looking statements. We nonetheless reserve the right to make such updates from time to time by press release, periodic reports, or other methods of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements which are not addressed by such an update remain correct or create an obligation to provide any other updates.






v3.24.4
Cover
Jan. 17, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 17, 2025
Entity Registrant Name VIRCO MFG. CORPORATION
City Area Code (310)
Local Phone Number 533-0474
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000751365
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-8777
Entity Tax Identification Number 95-1613718
Entity Address, Address Line One 2027 Harpers Way
Entity Address, Postal Zip Code 90501
Entity Address, City or Town Torrance
Entity Address, State or Province CA
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol VIRC
Security Exchange Name NASDAQ
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