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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
Date of Report (Date of Earliest Event Reported):
NOVEMBER 4, 1996
___________________________
THE COMPANY DOCTOR
(Exact name of registrant as specified in its charter)
DELAWARE 1-14150 72-1234136
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
SUITE 1800
5215 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(Address of principal executive offices)
(972) 401-8300
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Effective as of November 4, 1996, the Board of Directors of The
Company Doctor (the "Registrant") authorized the repurchase by the Registrant
of up to 150,000 shares (the "Shares") of its issued and outstanding Common
Stock. Such purchases will be made from time to time in open market
transactions at then prevailing prices. The Registrant has no commitment or
obligation to purchase all or any portion of the Shares.
The Registrant's Common Stock currently trades on the Boston Stock
Exchange and the Nasdaq SmallCap Market. As of the date of this report, there
were approximately 4,972,693 shares of the Registrant's Common Stock issued and
outstanding. The 150,000 Shares which may be repurchased by the Registrant
represent approximately 3% of the total shares of Common Stock issued and
outstanding. As of November 1, 1996, the closing bid price of the Common Stock
on the Nasdaq SmallCap Market was $6.19 per share.
The Board of Directors has authorized repurchase of all or any portion
of the Shares based on its belief that the Registrant's Common Stock is
currently underpriced given the Registrant's earnings and prospect for its
future operations. The Registrant's working capital will be the source of
funds used to purchase the Shares. All Shares purchased by the Registrant will
be cancelled and returned to the status of authorized but unissued Common
Stock.
Purchase of the Shares in the manner described above will not cause
the Common Stock to be held of record by fewer than 300 persons, nor will
purchase of the Shares cause the Common Stock to be ineligible for listing on
the Nasdaq SmallCap Market. Accordingly, the Registrant will not file a
Schedule 13E-3 under the Securities Exchange Act of 1934, as amended, in
connection with its purchase of all or any portion of the Shares.
Additionally, because purchase of the Shares is not being made in a transaction
constituting a tender offer, the Registrant will not file a Schedule 13E-4 in
connection with its purchase of all or any portion of the Shares.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable
ITEM 8. CHANGE OF FISCAL YEAR
Not applicable.
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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.
THE COMPANY DOCTOR
Date: November 4, 1996 By: /s/ Fred G. Parrish
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Fred G. Parrish, Chief Operating Officer
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