UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 17, 2015
CRIMSON WINE GROUP, LTD.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-54866 |
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13-3607383 |
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(State or Other Jurisdiction |
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(Commission File |
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(IRS Employer |
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2700 Napa Valley Corporate Drive, Suite B, Napa, California |
94558 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(800) 486-0503 |
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(Registrant’s telephone number, including area code) |
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(Former Name or Former Address, if Changed Since Last Report) |
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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)) |
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ITEM 8.01Other Events.
On August 17, 2015, John D. Cumming, Chairman of the Board of Directors of Crimson Wine Group, Ltd. (the “Company”), adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) to purchase shares of the Company’s common stock (a “10b5-1 Plan”). Under Mr. John Cumming’s 10b5-1 Plan, a broker will purchase up to $500,000 of shares of the Company’s common stock at prevailing market prices with a maximum price per share of $9.25, but not exceeding 8.33% of the average daily trading volume reported for the Company’s common stock during the four calendar weeks preceding the week in which the relevant purchase is to be effected. Transactions under Mr. John Cumming’s 10b5-1 Plan will be reported to the Securities and Exchange Commission (the “SEC”) in accordance with applicable securities laws, rules and regulations.
As previously disclosed, in March of 2014, the Board of Directors of the Company authorized a stock repurchase program pursuant to which the Company may repurchase up to $2,000,000 of the Company’s common stock. In furtherance of the repurchase program, on August 17, 2015, the Company adopted a 10b5-1 Plan to repurchase shares of the Company’s common stock. Under the Company’s 10b5-1 Plan, a broker will purchase up to $2,000,000 of shares of the Company’s common stock at prevailing market prices with a maximum price per share of $9.50, but not exceeding 8.33% of the average daily trading volume reported for the Company’s common stock during the four calendar weeks preceding the week in which the relevant purchase is to be effected. Transactions under the Company’s 10b5-1 Plan will be reported to the SEC in accordance with applicable securities laws, rules and regulations.
The 10b5-1 Plans adopted by Mr. John Cumming and the Company are intended to comply with Rule 10b5-1 of the Exchange Act and the Company’s Insider Trading and Anti-Tipping Policy, which permit issuers, officers, directors or employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times.
On August 17, 2015, Ian M. Cumming, member of the Board of Directors of the Company, amended the 10b5-1 Plan he previously adopted on March 30, 2015 (the “Plan Amendment”). The Plan Amendment increased the maximum per share price at which the broker is authorized to purchase shares of the Company’s common stock under Mr. Ian Cumming’s 10b5-1 Plan from $9.00 to $9.25, provided that in no event would purchases under Mr. Ian Cumming’s 10b5-1 Plan exceed 8.33% of the average daily trading volume reported for the Company’s common stock during the four calendar weeks preceding the week in which the relevant purchase is to be effected, and reduced the minimum daily share purchase volume under Mr. Ian Cumming’s 10b5-1 Plan from 1,000 shares per day to 500 shares per day.
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.
CRIMSON WINE GROUP, LTD.
By: /s/ Shannon McLaren
Name: Shannon McLaren
Title: Chief Financial Officer