-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RPAxzK58bWRPWc3n681zVbW97rteQodqeaa3HcJROFl9a9JYyh0wUNxKIeS/Bfy7 RR/JyED5b2xUkp/6XgZvKg== 0000950137-07-013371.txt : 20070830 0000950137-07-013371.hdr.sgml : 20070830 20070830161213 ACCESSION NUMBER: 0000950137-07-013371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070824 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070830 DATE AS OF CHANGE: 20070830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERNER CORP /MO/ CENTRAL INDEX KEY: 0000804753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 431196944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15386 FILM NUMBER: 071091426 BUSINESS ADDRESS: STREET 1: 2800 ROCKCREEK PKWY-STE 601 CITY: KANSAS CITY STATE: MO ZIP: 64117 BUSINESS PHONE: 8162211024 MAIL ADDRESS: STREET 1: 2800 ROCKCREEK PKWY STREET 2: DROP 1624 CITY: KANSAS CITY STATE: MO ZIP: 64117 8-K 1 c18291e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):       August 24, 2007
Cerner Corporation
 
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
(State or Other Jurisdiction of Incorporation)
     
0-15386   43-1196944
     
(Commission File Number)   (IRS Employer Identification No.)
     
2800 Rockcreek Parkway, North Kansas City, Missouri   64117
     
(Address of Principal Executive Offices)   (Zip Code)
(816) 221-1024
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(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):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On August 24, 2007, Cerner Corporation (the “Company”) received a notice required under Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 regarding a blackout period under the Cerner Corporation Foundations Retirement Plan (the “Plan”) during which Plan participants will be temporarily prevented from engaging in transactions in the Company’s common stock and other investments held in their individual accounts (the “Plan blackout period”). Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, the Company mailed an additional Blackout Trading Restriction Notice to its directors and executive officers with respect to the Plan blackout period and the additional Cerner common stock trading restrictions in place for the Company’s directors and executive officers during the Plan blackout period. A copy of the Blackout Trading Restriction Notice dated August 29, 2007 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
  c)   Exhibits
  99.1   Blackout Trading Restriction Notice, dated August 29, 2007.
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.
         
  CERNER CORPORATION
 
 
Date: August 30, 2007  By:   /s/ Marc G. Naughton    
    Marc G. Naughton, Senior Vice President
and Chief Financial Officer
 

 


 

         
EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
99.1
  Blackout Trading Restriction Notice, dated August 29, 2007.

 

EX-99.1 2 c18291exv99w1.htm BLACKOUT TRADING RESTRICTION NOTICE exv99w1
 

Blackout Trading Restriction Notice
for Certain Cerner Stock Transactions
To:   All Executive Officers and Directors of Cerner Corporation
From:   Cerner Corporation
Randy D. Sims, Vice President & Chief Legal Officer
Date:   August 29, 2007
This Blackout Trading Restriction Notice is being sent to all executive officers and directors of Cerner Corporation (“Cerner” or the “Company”) in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934.
This is to inform you that a new plan administrator, Fidelity Investments, has been selected for the Cerner Corporation Foundations Retirement Plan (the “Plan”). As a result, the responsibility for keeping track of accounts in the Plan will transition from J.P. Morgan Retirement Plan Services beginning at 4:00 p.m., Eastern Time, on September 25, 2007 and continuing until the week of October 14, 2007.
As a result of this change, Plan participants will temporarily be unable to access, direct or diversify investments in their individual accounts, obtain loans from the Plan, or obtain distributions from the Plan, as fully described in the Transition Guide mailed to each Plan participant on or about August 24, 2007. This period is called the “Plan blackout period.”
The Plan blackout period is expected to begin at 4:00 p.m., Eastern Time, on September 25, 2007 and end during the calendar week of October 14, 2007.
During the Plan blackout period, directors and executive officers (including their immediate family members (e.g., parents, siblings and in-laws) and any entity in which the director or executive officer has a direct or indirect material interest) are prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any equity security of Cerner, such as its common stock, that was acquired in connection with their service or employment as a director or executive officer. For this purpose, there is a presumption that any Cerner common stock that you attempt to transfer during the Plan blackout period was acquired in connection with your service or employment as a director or executive officer of Cerner. This restriction is required by the Sarbanes Oxley Act of 2002 and applies to Cerner’s directors and executive officers regardless of whether the individual is a Plan participant. Further, for Plan participants, this restriction is in addition to the Plan blackout period restrictions set forth above.
However, there are limited exemptions from this prohibition, including without limitation: (1) any purchase of shares of Cerner common stock pursuant to previously made elections under the Plan or Cerner’s Associate Stock Purchase Plan and (2) any bona fide gift or any transfer of shares by will or the laws of descent and distribution.

 


 

Pursuant to Cerner’s Covered Persons Trading Policy, you should obtain approval from Cerner’s Securities Watch Team during the Plan blackout period before executing any transactions in any Cerner common stock.
In addition to this Plan blackout period, please remember that Cerner observes regularly scheduled blackout periods that restrict your ability to trade in Cerner stock. For the third quarter of 2007, this Cerner blackout period will start on September 15, 2007 and is expected to end after the market closes on the second (2nd) trading day after Cerner releases its results of operations for its third quarter, currently planned to occur on October 18, 2007.
During the Plan blackout period and for two years after the ending date of the Plan blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Plan blackout period by calling Cerner’s General Counsel, Randy Sims at (816) 201-2556.
If you have any questions concerning this notice, please contact either Randy Sims at (816) 201-2556 or Marc Naughton, Sr. Vice President & Chief Financial Officer, at (816) 201-1989, or either of us by mail at: Cerner Corporation, 2800 Rockcreek Parkway, North Kansas City, Missouri 64117.

 

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