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
August 17, 2020
Date of Report (date of earliest event reported)
XPEL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38858 | 20-1117381 | |||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| 618 W. Sunset Road San Antonio, Texas | 78216 | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (210) 678-3700
(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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.001 per share | XPEL | The Nasdaq Stock Market LLC | ||||||
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 ☒
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. ☒
Item 8.01 Other Events.
On August 17, 2020, Richard K. Crumly, a director of XPEL, Inc. (the “Company”), adopted Rule 10b5-1 trading plans with a broker to sell up to 825,000 shares of common stock of the Company beneficially owned by him, subject to daily and/or monthly volume limitations. In addition, Mr. Crumly’s spouse adopted a Rule 10b5-1 trading plan to sell up to 120,000 shares of common stock of the Company, subject to daily and monthly volume limitations. Mr. Crumly and his spouse have advised the Company that they entered into these plans as part of their personal long-term investment strategy for asset diversification and liquidity.
Pursuant to the first of Mr. Crumly’s plans, Carpe, LLC, for which Mr. Crumly has advised the Company that he is a control person, the brokerage firm may sell up to an aggregate of 600,000 shares beneficially owned by him, beginning on September 17, 2020 and ending on September 17, 2021. Pursuant to Mr. Crumly’s second plan, Crumly Family Partners, Ltd., for which Mr. Crumly has advised the Company he is a control person, the brokerage firm may sell up to 225,000 shares during the period beginning on September 17, 2020 and ending on September 17, 2021. Under Mr. Crumly’s spouse’s plan, the brokerage firm may sell up to 120,000 shares during the period beginning on September 17, 2020 and ending on September 17, 2021. Mr. Crumly has advised the Company that he does not have any voting or dispositive power over his spouse’s shares and disclaims beneficial ownership of all such shares. Mr. Crumly and his spouse will have no control over the timing of these stock sales under their respective plans, and all transactions under these plans will be reported through Form 4 and Form 144 filings with the Securities and Exchange Commission.
On August 17, 2020, John Constantine, a director the Company, adopted a Rule 10b5-1 trading plan (the “Constantine Plan”) with a broker to sell up to 350,000 shares of common stock of the Company. Mr. Constantine has advised the Company that he entered into the Constantine Plan as part of his personal long-term investment strategy for asset diversification and liquidity.
Pursuant to the Constantine Plan, the brokerage firm may sell up to 350,000 shares during 12 selling periods beginning on September 16, 2020 and ending on December 31, 2020. Any unsold shares that remain at the end of a selling period will be carried over to a subsequent trading date and when the limit price is met but only until December 31, 2020 at which time the Constantine Plan will terminate. Mr. Constantine will have no control over the timing of his stock sales under the Constantine Plan, and all transactions under the Constantine Plan will be reported by Mr. Constantine through individual Form 4 and Form 144 filings with the Securities and Exchange Commission.
On August 17, 2020, Mark Adams, a director of the Company, adopted a Rule 10b5-1 trading plan (the “Adams Plan”) with a broker to sell up to 358,334 shares of common stock of the Company. Mr. Adams has advised the Company that he entered into the Adams Plan as part of his personal long-term investment strategy for asset diversification and liquidity.
Pursuant to the Adams Plan, the brokerage firm may sell up to 358,334 shares during 16 selling periods beginning on September 16, 2020 and ending on December 31, 2020. Any unsold shares that remain at the end of a selling period will be carried over to a subsequent trading date and when the limit price is met but only until December 31, 2020 at which time the Adams Plan will terminate. Mr. Adams will have no control over the timing of his stock sales under the Adams Plan, and all transactions under the Adams Plan will be reported by Mr. Adams through individual Form 4 and Form 144 filings with the Securities and Exchange Commission.
All of these plans are intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows corporate insiders to establish prearranged written stock trading plans.
A Rule 10b5-1 plan must be entered into in good faith at a time when the insider is not aware of material, non-public information. Subsequent receipt by the insider of material, non-public information will not prevent prearranged transactions under Rule 10b5-1 from being executed. Using a Rule 10b5-1 Plan, individuals can prudently and gradually diversify their investment portfolios over an extended period of time.
| XPEL, Inc. | |||||
| Dated: August 18, 2020 | By: /s/ Barry R. Wood | ||||
| Barry R. Wood | |||||
| Senior Vice President and Chief Financial Officer | |||||