Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On March 13, 2020, the Company announced a share repurchase program authorized by the Company’s Board of Directors under which the Company may purchase up to $30,000,000 of its common stock.
−Removed: Pursuant to this authorization, repurchases have been made and may continue to be made, in the open market through privately negotiated transactions or otherwise, including under a Rule 105b-1 plan, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws in accordance with specific prearranged terms related to timing, price, and volume (among others), without further direction from the Company.
+Added: On March 13, 2020, the Company announced a share repurchase program authorized by the Company’s Board of Directors under which the Company may purchase up to $30.0 million of its common stock.
+Added: Pursuant to this authorization, repurchases have been made, and may continue to be made from time to time, in the open market through privately negotiated transactions or otherwise, including under a Rule 105b-1 plan, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws in accordance with specific prearranged terms related to timing, price, and volume (among others), without further direction from the Company.
+Added: Under this program, during the first six months of 2020 the Company repurchased 443,941 shares at an aggregate fair value of $10.0 million, reflecting an average price per share of $22.53 (excluding the cost of broker commissions).
In addition, any future repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors.
The share repurchase program will terminate on the earlier of March 12, 2021 or when the maximum dollar amount has been expended.
−Removed: The table below sets forth activity under the stock repurchase plan for the three months ended March 31, 2020.
+Added: The table below sets forth activity under the stock repurchase plan for the three months ended June 30, 2020.
Total number of shares (or units) purchased
2 unchanged sentences
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
−Removed: Month #1 (January 1 - January 31) (1)
−Removed: Month #2 (February 1 - February 29) (1)
−Removed: Month #3 (March 1 - March 31)
−Removed: (1) The stock repurchase plan was not in place during this period.
+Added: Month #1 (April 1 - April 30)
+Added: Month #2 (May 1 - May 31)
+Added: Month #3 (June 1 - June 30)
(1) The weighted average price paid per share of common stock does not include the cost of broker commissions.
−Removed: HealthStream, Inc.
−Removed: 2020 Executive and Corporate Management Cash Incentive Bonus Plan
−Removed: HealthStream, Inc.
−Removed: 2020 Provider Solutions Cash Incentive Bonus Plan
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document – The instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
XBRL Taxonomy Extension Schema
3 unchanged sentences
XBRL Taxonomy Extension Presentation Linkbase
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, has been formatted in Inline XBRL
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, has been formatted in Inline XBRL
* - Management contract or compensatory plan or arrangement
1 unchanged sentence
HEALTHSTREAM, INC.
−Removed: April 30, 2020
+Added: July 30, 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.