Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: (a) On February 25, 2021, we issued 40,039 shares of common stock to certain principals of C1 Consulting, LLC (“C1 Consulting”) as partial consideration for the acquisition of substantially all of the assets of C1 Consulting pursuant to an asset purchase agreement.
−Removed: For the purposes of the acquisition, the agreed upon value of our common stock was $56.19 per share.
−Removed: No underwriters were used in the foregoing transaction.
−Removed: This sale of securities was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder for transactions by an issuer not involving a public offering.
+Added: (a) Not applicable.
(b) Not applicable.
−Removed: (c) The following provides information about our repurchases of shares of our common stock during the fiscal quarter ended April 3, 2021.
+Added: (c) The following provides information about our repurchases of shares of our common stock during the fiscal quarter ended July 3, 2021.
During that period, we did not act in concert with any affiliate or any other person to acquire any of our common stock and, accordingly, we do not believe that purchases by any such affiliate or other person (if any) are reportable in the following table.
−Removed: For purposes of this table, we have divided the fiscal quarter into three periods of four weeks, four weeks, and five weeks, respectively, to coincide with our reporting periods during the first quarter of fiscal 2020.
+Added: For purposes of this table, we have divided the fiscal quarter into three periods of four weeks, four weeks, and five weeks, respectively, to coincide with our reporting periods during the second quarter of fiscal 2021.
Issuer Purchases of Equity Securities
13 unchanged sentences
or Programs (2)
−Removed: January 3, 2021 to January 30, 2021 73,062 $ 57.60 73,062 $ 5,924,092
−Removed: January 31, 2021 to February 27, 2021 72,619 $ 56.85 67,965 $ 42,058,408
−Removed: February 28, 2021 to April 3, 2021 30,766 $ 61.74 25,525 $ 40,484,285
+Added: April 4, 2021 to May 1, 2021 337,837 $ 74.00 337,837 $ 40,484,285
+Added: May 2, 2021 to May 29, 2021 — $ — — $ 40,484,285
+Added: May 30, 2021 to July 3, 2021 — $ — — $ 40,484,285
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−Removed: (1) During the four weeks ended February 27, 2021, we accepted 4,654 shares of our common stock as a tax withholding from certain of our employees in connection with the vesting of shares of restricted stock that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price of $56.44.
−Removed: During the five weeks ended April 3, 2021, we accepted 5,241 shares of our common stock as a tax withholding from certain of our employees in connection with the vesting of shares of restricted stock and restricted stock units that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price per share of $62.07.
−Removed: (2) On February 4, 2021 our Board of Directors authorized an expansion to our existing share repurchase program of an additional $40.0 million of outstanding shares of our common stock.
−Removed: We may repurchase shares under this program in open market purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations.
−Removed: During the four weeks ended January 30, 2021, we repurchased and retired 73,062 shares under this program at an average price per share of $57.60.
−Removed: During the four weeks ended February 27, 2021, we repurchased and retired 67,965 shares under this program at an average price per share of $56.88.
−Removed: During the five weeks ended April 3, 2021, we repurchased and retired 25,525 shares under this program at an average price per share of $61.67.
−Removed: Approximately $40.5 million was available for future repurchases under this program as of April 3, 2021.
−Removed: We expect to continue to repurchase shares under this program.
(1) On March 8, 2021, we commenced a modified "Dutch auction" self-tender offer to purchase up to $25.0 million in value of shares of our common stock at a price of not less than $66.25 per share nor greater than $76.00 per share.
The self-tender offer expired on April 5, 2021.
−Removed: On April 8, 2021, we paid $25.0 million to repurchase 337,837 shares at a purchase price of $74.00 per share.
+Added: On April 8, 2021, we paid $25.3 million, including transaction costs, to repurchase 337,837 shares at a purchase price of $74.00 per share.
The purchase price and transaction costs were funded from the revolving credit facility and cash on hand.
The repurchased shares were retired.
−Removed: Because the shares were repurchased on April 8, 2021, after the conclusion of the fiscal quarter reported pursuant to this Quarterly Report on Form 10-Q, such shares are not reflected in the Issuer Purchase of Equity Securities table above.
+Added: (2) On February 4, 2021 our Board of Directors authorized an expansion to our existing share repurchase program of an additional $40.0 million of outstanding shares of our common stock.
+Added: We may repurchase shares under this program in open market purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations.
+Added: During the fiscal quarter ended July 3, 2021, we did not repurchase any shares under this share repurchase program.
+Added: Approximately $40.5 million was available for future repurchases under this program as of July 3, 2021.
+Added: We expect to continue to repurchase shares under this program.
Defaults Upon Senior Securities
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.