−Removed: Except as set forth below, there have been no other material changes to the risk factors set forth in Item 1A under the heading “Risk Factors”
−Removed: in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019.
−Removed: Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may materially adversely affect our business, results of operations, cash flows and financial condition.
+Added: Except as set forth below, there have been no other material changes to the risk factors set forth in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and the risk factor below included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may materially adversely affect our business, results of operations, cash flows and financial condition.
Pandemics, epidemics, or disease outbreaks, such as COVID-19 may cause harm to us, our employees, our clients, our vendors and supply chain partners, and financial institutions, which could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
1 unchanged sentence
(i) disruption to operations due to the unavailability of employees due to illness, quarantines, risk of illness, travel restrictions or factors that limit our existing or potential workforce;
−Removed: (ii) volatility in the demand for or availability of our products and services, (iii) inability to meet our customers’
−Removed: needs due to disruptions in the manufacture, sourcing and distribution of our products and services, or (iv) failure of third parties on which we rely, including our suppliers, clients, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so.
+Added: (ii) volatility in the demand for or availability of our products and services, (iii) inability to meet our customers’ needs due to disruptions in the manufacture, sourcing and distribution of our products and services, or (iv) failure of third parties on which we rely, including our suppliers, clients, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so.
As a result of the World Health Organization characterizing the COVID-19 outbreak as a pandemic on March 11, 2020, national, state, and local governments have taken actions such as declaring a state of emergency, social distancing guidelines, and shutting down certain businesses which are not considered essential in part or entirely.
2 unchanged sentences
Purchases of equity securities
−Removed: On November 13, 2007, the Board of Directors authorized the Company to purchase 250 thousand shares of its outstanding common stock.
−Removed: On February 3, 2009, the Board of Directors authorized the Company to purchase up to 350 thousand additional shares of the Company's outstanding common stock at market price.
−Removed: On February 8, 2011, the Company’s Board of Directors authorized a new stock repurchase program, which authorized the Company to purchase up to 250,000 shares of its Common Stock.
+Added: On November 13, 2007, the Board of Directors authorized the Company to purchase 250,000 shares of its outstanding common stock.
+Added: On February 3, 2009, the Board of Directors authorized the Company to purchase up to 350,000 additional shares of the Company's outstanding common stock at market price.
+Added: On February 8, 2011, the Company’s Board of Directors authorized a new stock repurchase program, which authorized the Company to purchase up to 250,000 shares of its Common Stock.
Shares of CSP Inc.
may be repurchased on the open market at the discretion of management.
−Removed: Open market repurchases will be made in compliance with the Securities and Exchanges Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations.
−Removed: Below are the purchases that have been made for the six months ended March 31, 2020.
+Added: Open market repurchases will be made in compliance with the Securities and Exchanges Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations.
+Added: Below are the purchases that have been made for the nine months ended June 30, 2020.
+Added: As of May 14, 2020, we have suspended our stock repurchase program until further economic clarity
Total number of shares purchased
3 unchanged sentences
March 1-31, 2020
+Added: April 1-30, 2020
(1) On March 11, 2020, the Company announced the commencement of purchases under our stock repurchase program, which was originally authorized and announced February 8, 2011.
This program originally allowed the Company to purchase up to 250,000 shares of its Common Stock.
−Removed: As of the March 11, 2020 announcement, 200,525 shares of Common Stock were available to be repurchased under the stock repurchase program.
+Added: As of the March 11, 2020 announcement, 200,525 shares of
+Added: Common Stock were available to be repurchased under the stock repurchase program.
The program does not expire.
The stock repurchase program may be suspended, terminated, or modified at any time for any reason.
−Removed: As of the date of this report, we have suspended our stock repurchase program until further economic clarity.
+Added: Note, dated as of April 17, 2020, by, and between Paragon Bank and CSP, Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed on April 23, 2020)
+Added: Note, dated as of April 17, 2020, by, and between Paragon Bank and Modcomp, Inc., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed on April 23, 2020)
Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Executive Officer
1 unchanged sentence
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
−Removed: Interactive Data Files regarding (a) our Consolidated Balance Sheets as of March 31, 2020 and September 30, 2019, (b) our Consolidated Statements of Income for the three and six months ended March 31, 2020 and 2019, (c) our Consolidated Statements of Comprehensive Loss for the three and six months ended March 31, 2020 and 2019, (d) our Consolidated Statement of Shareholders’
−Removed: Equity for the three and six months ended Mach 31, 2020 and 2019, (e) our Consolidated Statements of Cash Flows for the six months ended March 31, 2020 and 2019 and (f) the Notes to such Consolidated Financial Statements.
+Added: Interactive Data Files regarding (a) our Consolidated Balance Sheets as of June 30, 2020 and September 30, 2019, (b) our Consolidated Statements of Income for the three and nine months ended June 30, 2020 and 2019, (c) our Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2020 and 2019, (d) our Consolidated Statement of Shareholders’ Equity for the three and nine months ended June 30, 2020 and 2019, (e) our Consolidated Statements of Cash Flows for the nine months ended June 30, 2020 and 2019 and (f) the Notes to such Consolidated Financial Statements.
* Filed Herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: August 11, 2020
/s/ Victor Dellovo
2 unchanged sentences
President and Director
+Added: August 11, 2020
Chief Financial Officer
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.