UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act:
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 March 31, 2020, an arbitral tribunal issued a final decision in favor of the Company related to claims asserted against it by a Ukrainian customer, dismissing the customer’s claims in their entirety. As previously disclosed in the Company’s SEC filings, the Company entered into an agreement with the Ukrainian customer in 2010 to provide a communication satellite system. In 2014, following the annexation of Crimea by the Russian Federation, the Company declared force majeure with respect to the program. Following various unsuccessful efforts to arrive at a new contractual framework to take account of the changed circumstances, the Company terminated the contract. The Company completed work on the spacecraft, which is in storage. In July 2018, the Ukrainian customer issued a statement of claim in the arbitration it had commenced against the Company, challenging its right to terminate for force majeure and seeking recovery from it in the amount of approximately $227 million. A hearing on the merits was conducted in December 2019 before an arbitral tribunal under the United Nations (UNICTRAL) Arbitration Rules. In addition to dismissing the customer’s claims in their entirety, the tribunal awarded the Company costs and attorney’s fees. The Company recorded a reserve related to this case in its financial statements previously filed with SEC and as such will provide an update on accounting treatment of that reserve in its first quarter 2020 earnings release and quarterly SEC filing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and other information included in this Current Report constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws. Statements including words such as “may”, “will”, “could”, “should”, “would”, “plan”, “potential”, “intend”, “anticipate”, “believe”, “estimate” or “expect” and other words, terms and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, as well as other statements referring to or including forward-looking information included in this Current Report.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this Current Report. As a result, although management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, the risk factors and other disclosures about the Company and its business included in the Company’s continuous disclosure materials filed from time to time with Canadian and U.S. securities regulatory authorities, which are available online under the Company's EDGAR profile at www.sec.gov, under the Company’s SEDAR profile at www.sedar.com or on the Company's website at www.maxar.com.
The forward-looking statements contained in this Current Report are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this Current Report or other specified date and speak only as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this Current Report as a result of new information or future events, except as may be required under applicable securities legislation.
SIGNATURE
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.
Date: April 2, 2020 | Maxar Technologies Inc. | |
By: | /s/ James C. Lee | |
Name: James C. Lee | ||
Title: Senior Vice President, General Counsel and Corporate Secretary | ||
Document and Entity Information |
Mar. 31, 2020 |
|---|---|
| Document Type | 8-K |
| Document Period End Date | Mar. 31, 2020 |
| Entity File Number | 001-38228 |
| Entity Registrant Name | MAXAR TECHNOLOGIES INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 83-2809420 |
| Entity Address, Address Line One | 1300 W. 120th Avenue |
| Entity Address, City or Town | Westminster |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80234 |
| City Area Code | 303 |
| Local Phone Number | 684-2207 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001121142 |
| Amendment Flag | false |
| Common stock | |
| Title of 12(b) Security | Common stock, at $0.0001 par value |
| Trading Symbol | MAXR |
| Security Exchange Name | NYSE |
| Series A Junior Participating Preferred Stock | |
| Title of 12(b) Security | Series A Junior Participating Preferred Stock, at $0.01 par value |