with a direct or indirect wholly-owned subsidiary of the constituent corporation without stockholder approval, to create a parent company holding structure. The Company will adopt an amended and
restated certificate of incorporation and amended and restated bylaws upon the consummation of the KF Merger, which will also reflect the change of the name of the corporation to Korn Ferry US, as permitted by Section 251(g) of the DGCL.
Following the consummation of the KF Merger and as part of the Plan, the Company intends to merge certain of its subsidiaries organized in the U.S. with and into Korn Ferry US.
Upon consummation of the KF Merger, the directors of Korn Ferry will be the same individuals who are directors of the Company
immediately prior to the KF Merger and the officers of Korn Ferry after the KF Merger will be Gary Burnison (President and Chief Executive Officer), Robert Rozek (Executive Vice President, Chief Financial Officer and Chief Corporate Officer),
Jonathan Kuai (General Counsel and Corporate Secretary) and an Assistant Secretary.
The Company announced the Plan with
its fourth quarter fiscal year 2018 results in the press release attached as Exhibit 99.1.
Quarterly Dividend
On June 12, 2018, the Board of Directors of the Company declared a cash dividend of $0.10 per share that will be paid on
July 13, 2018 to holders of the Companys common stock of record at the close of business on June 26, 2018. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of
Directors and will depend upon many factors, including the Companys earnings, capital requirements, financial conditions, the terms of the Companys indebtedness and other factors that the Board of Directors may deem to be relevant. The
Company may amend, revoke or suspend the dividend policy at any time and for any reason at its discretion.
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K
and the press release attached
hereto as Exhibit 99.1 may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to a variety of matters, including, without limitation,
statements regarding the implementation of the Plan (including the elimination and/or consolidation of certain of the Companys legal entities, the rebranding of the Companys products and services, and a sunset of the Companys
sub-brands)
and the consummation of the KF Merger. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to
significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to
update or revise these statements, whether as a result of new information, future events or otherwise, except as may be required by law. These forward-looking statements involve many risks and uncertainties that may cause actual results to differ
materially from what may be expressed or implied in these forward-looking statements. For example, risks and uncertainties that could affect the forward-looking statements set forth in this Current Report on Form
8-K
include: the expected timing of the consummation of the Plan and the KF Merger; the impact of the rebranding on the Companys products and services; the costs of the Plan and the KF Merger; and
factors generally affecting the business, operations, and financial condition of the Company, including the information contained in the Companys Annual Report on Form
10-K
for the year ended
April 30, 2017, subsequent Quarterly Reports on Form
10-Q,
and other reports and filings with the SEC.
Item 9.01
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Financial Statements and Exhibits.
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