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
Date of Report (date of earliest event reported): December 6, 2006
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
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Missouri (State of Incorporation) |
1-6089 (Commission File Number) |
44-0607856 (I.R.S. Employer Identification Number) |
One H&R Block Way, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
(816) 854-3000
(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))
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Item 5.04. |
Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
HRB Management, Inc., a subsidiary of H&R Block, Inc. (the “Company”), and the plan administrator of the Company’s Wealth Accumulation Plans (including the H&R Block Retirement Savings Plan, the H&R Block Deferred Compensation Plan for Executives, and the H&R Block Deferred Compensation Plan for Directors), is changing recordkeepers for the Plans. As a result, a blackout period with respect to participants’ accounts in the Plans will be in effect beginning at 4:00 p.m. Eastern Time on Friday, December 22, 2006, and ending the week of Sunday, January 21, 2007 (the “Blackout Period”). During the Blackout Period, participants will be temporarily unable to access their accounts, request loans, withdrawals or distributions, make fund exchanges (transfers), or make contribution allocation changes. Participants will still be able to make payroll and rollover contributions and loan repayments during the Blackout Period.
Notice of the Blackout Period was provided to all participants and beneficiaries under the Plans beginning on November 17, 2006. On December 6, 2006, the Company sent a notice to its directors and executive officers informing them of the Blackout Period. The notice also informed the directors and executive officers that, 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, they would be prohibited from purchasing, selling or otherwise acquiring or transferring any common stock or other equity securities of the Company during the Blackout Period (including buying or selling shares of Company stock on the open market, exercising Company stock options, and transferring into or out of Company stock within the Plans). A copy of the notice to directors and executive officers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, a participant in the Plans, a security holder of the Company, or other interested persons may obtain, without charge, information regarding the actual ending date of the Blackout Period by contacting the Benefits Department, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, telephone (816) 504-1236.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit Number |
Description |
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Notice to Directors and Executive Officers dated December 6, 2006 concerning Blackout Period |
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.
H&R BLOCK, INC.
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Date: |
December 6, 2006 |
By:/s/ Bret G. Wilson |
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Bret G. Wilson |
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Vice President and Secretary |
EXHIBIT INDEX
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Notice to Directors and Executive Officers dated December 6, 2006 concerning Blackout Period |
Exhibit 99.1
Notice of H&R Block, Inc. Stock Trading Blackout Period
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to: |
Directors and Executive Officers of H&R Block, Inc. |
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from: |
Bret G. Wilson, Vice President and Secretary |
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date: |
December 6, 2006 |
HRB Management, Inc., a subsidiary of H&R Block, Inc. (the “Company”), and the plan administrator of the Company’s Wealth Accumulation Plans (including the H&R Block Retirement Savings Plan (the “RSP”), the H&R Block Deferred Compensation Plan for Executives, and the H&R Block Deferred Compensation Plan for Directors), is changing recordkeepers for the Plans.
Due to technical issues resulting from this change, a blackout period with respect to participants’ accounts in the Plans will be in effect beginning at 4:00 p.m. Eastern Time on Friday, December 22, 2006, and ending the week of Sunday, January 21, 2007 (the “Blackout Period”). During the Blackout Period, participants will be temporarily unable to access their accounts, request loans, withdrawals or distributions, make fund exchanges (transfers), or make contribution allocation changes. Participants will still be able to make payroll and rollover contributions and loan repayments during the Blackout Period. Notice of the Blackout Period was provided to all participants and beneficiaries under the Plans beginning on November 17, 2006.
As a director or executive officer of the Company, you are subject to the restrictions imposed by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, which prohibit certain transactions involving Company securities during the Blackout Period.
During the Blackout Period, you may not purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of H&R Block, Inc. common stock (“Company stock”). For example, you will be prohibited from:
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Buying or selling shares of Company stock on the open market |
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Exercising Company stock options |
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Transferring into or out of Company stock within the Plans |
These prohibitions apply to transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement. The trading prohibition does not apply to certain exempt transactions, such as continuing your present salary deferral contributions into the Plans, certain other ‘automatic’ transactions, qualified Rule 10b5-1 trading plan transactions, and bona fide gifts. Any and all transactions continue to remain subject to the provisions of the Company’s insider trading policy.
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Although during the Blackout Period you are only prohibited from transactions involving shares of Company stock that you acquired in connection with your service to the Company as a director or executive officer, the presumption is that any transaction by you in Company stock involves shares acquired in connection with such service. Any profit you realize from any non-exempt transaction involving Company stock during the Blackout Period is recoverable by the Company. In addition, you are subject to civil and criminal penalties if you violate the Blackout Period rules. Accordingly, we strongly urge you to refrain from making any trades whatsoever in Company stock during the Blackout Period.
If you have any questions regarding this notice, including confirmation of the ending date of the Blackout Period, please contact me at (816) 854-4504, or by mail at H&R Block, One H&R Block Way, Kansas City, Missouri 64105.
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