Document
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: March 5, 2018
(Date of earliest event reported)
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
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Washington | 001-31321 | 94-3002667 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 17750 SE 6th Way Vancouver, Washington 98683 | |
| (Address of principal executive offices and zip code) | |
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| (360) 859-2900 | |
| (Registrant's telephone number, including area code) | |
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| 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): |
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¨ | 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)) | |
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| 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 | c |
| 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. | c |
NAUTILUS, INC.
FORM 8-K
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Item 2.02 | Results of Operations and Financial Condition |
On March 5, 2018, Nautilus, Inc. issued a press release announcing its financial results for the quarter and full year ended December 31, 2017. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 2.02 and in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
On February 21, 2018, our Board of Directors authorized an additional $15 million share repurchase program, bringing the total authorization under existing programs to $30 million. Under the new program, shares of our common stock may be repurchased from time to time through February 21, 2020. Repurchases may be made in open market transactions at prevailing prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. Share repurchases will be funded from existing cash balances, and repurchased shares will be retired and returned to unissued authorized shares.
The Company issued a press release on March 5, 2018 to announce the expansion of the program. A copy of the press release is furnished with this current report on Form 8-K as Exhibit 99.2.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:
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| | Nautilus, Inc. earnings press release dated March 5, 2018. |
| | Nautilus, Inc. share repurchase press release dated March 5, 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.
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| | | NAUTILUS, INC. (Registrant) |
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March 5, 2018 | | | By: | /s/ Sidharth Nayar |
Date | | | Sidharth Nayar |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |