-----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, GHQPM/tXFiPyquYb9mLsvj/MuIp140ONjt1WiXnP1F3bu+cDVcHfuflgNuO0gHWi Uzh4G0FclNNYlNBh+0f4LA== 0001123292-07-000513.txt : 20070614 0001123292-07-000513.hdr.sgml : 20070614 20070614133507 ACCESSION NUMBER: 0001123292-07-000513 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070614 DATE AS OF CHANGE: 20070614 GROUP MEMBERS: CHARLES E. MCCARTHY GROUP MEMBERS: CHRISTIAN PUSCASIU GROUP MEMBERS: HENRY J. LAWLOR, JR. GROUP MEMBERS: KEVIN A. RICHARDSON, II GROUP MEMBERS: MURRAY A. INDICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRINCETON REVIEW INC CENTRAL INDEX KEY: 0001113668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 223727603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-77933 FILM NUMBER: 07919497 BUSINESS ADDRESS: STREET 1: 2315 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10024 BUSINESS PHONE: 2128748282 MAIL ADDRESS: STREET 1: 2315 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prides Capital Partners, LLC CENTRAL INDEX KEY: 0001295315 IRS NUMBER: 200654530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 HIGH STREET STREET 2: SUITE 700 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 778 9200 MAIL ADDRESS: STREET 1: 200 HIGH STREET STREET 2: SUITE 700 CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 sc13drevu061407.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Princeton Review Inc.

------------------------------------------

(Name of Issuer)

 

COMMON STOCK, $0.01 par value

-------------------------------------

(Title of Class of Securities)

 

742352107

---------

(CUSIP Number)

 

Murray A. Indick

Prides Capital Partners, L.L.C.

200 High Street, Suite 700

Boston, MA 02110

(617) 778-9200

-------------------

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 7, 2007

-----------------

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 742352107

SCHEDULE 13D

-----------------------------------------------------------------------

1.

NAME OF REPORTING PERSON

 

Prides Capital Partners, L.L.C.

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

20-0654530

 

-----------------------------------------------------------------------

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) []

 

(b) x

-----------------------------------------------------------------------

3.

SEC USE ONLY

-----------------------------------------------------------------------

4.

SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

o

-----------------------------------------------------------------------

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

-----------------------------------------------------------------------

7.

SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8.

SHARED VOTING POWER

 

2,622,500**

-----------------------------------------------------------------------

9.

SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10.

SHARED DISPOSITIVE POWER

 

2,622,500**

-----------------------------------------------------------------------

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,622,500**

-----------------------------------------------------------------------

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

o

-----------------------------------------------------------------------

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%**

-----------------------------------------------------------------------

14.

  TYPE OF REPORTING PERSON

OO ( Limited Liability Company)

-----------------------------------------------------------------------

** See Item 5

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

-----------------------------------------------------------------------

1.

NAME OF REPORTING PERSON

Kevin A. Richardson, II

 

-----------------------------------------------------------------------

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) []

 

(b) x

-----------------------------------------------------------------------

3.

SEC USE ONLY

-----------------------------------------------------------------------

4.

SOURCE OF FUNDS*

See Item 3

--------------------------------------------------

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

o

-----------------------------------------------------------------------

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

-----------------------------------------------------------------------

7.

SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8.

SHARED VOTING POWER

 

2,622,500**

-----------------------------------------------------------------------

9.

SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10.

SHARED DISPOSITIVE POWER

2,622,500**

-----------------------------------------------------------------------

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,622,500**

-----------------------------------------------------------------------

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES

 

o

-----------------------------------------------------------------------

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%**

-----------------------------------------------------------------------

14.

  TYPE OF REPORTING PERSON

IN

-----------------------------------------------------------------------

** See Item 5

 

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

-----------------------------------------------------------------------

1.

NAME OF REPORTING PERSON

Henry J. Lawlor, Jr.

 

-----------------------------------------------------------------------

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) []

 

(b) x

-----------------------------------------------------------------------

3.

SEC USE ONLY

-----------------------------------------------------------------------

4.

SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

o

-----------------------------------------------------------------------

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

-----------------------------------------------------------------------

7.

SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8.

SHARED VOTING POWER

 

2,622,500**

-----------------------------------------------------------------------

9.

SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10.

SHARED DISPOSITIVE POWER

 

2,622,500**

-----------------------------------------------------------------------

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,622,500**

-----------------------------------------------------------------------

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES

 

o

-----------------------------------------------------------------------

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%**

-----------------------------------------------------------------------

14.

  TYPE OF REPORTING PERSON

IN

-----------------------------------------------------------------------

** See Item 5

 

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

-----------------------------------------------------------------------

1.

NAME OF REPORTING PERSON

Murray A. Indick

 

-----------------------------------------------------------------------

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) o

(b) x

-----------------------------------------------------------------------

3.

SEC USE ONLY

-----------------------------------------------------------------------

4.

SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

o

-----------------------------------------------------------------------

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

-----------------------------------------------------------------------

7.

SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8.

SHARED VOTING POWER

 

2,622,500**

-----------------------------------------------------------------------

9.

SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10.

SHARED DISPOSITIVE POWER

 

2,622,500**

-----------------------------------------------------------------------

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,622,500**

-----------------------------------------------------------------------

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

o

-----------------------------------------------------------------------

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%**

-----------------------------------------------------------------------

13.

TYPE OF REPORTING PERSON

 

IN

-----------------------------------------------------------------------

** See Item 5

 

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

-----------------------------------------------------------------------

1.

NAME OF REPORTING PERSON

Charles E. McCarthy

 

-----------------------------------------------------------------------

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) []

 

(b) x

-----------------------------------------------------------------------

3.

SEC USE ONLY

-----------------------------------------------------------------------

4.

SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

o

-----------------------------------------------------------------------

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

-----------------------------------------------------------------------

7.

SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8.

SHARED VOTING POWER

 

2,622,500**

-----------------------------------------------------------------------

9.

SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10.

SHARED DISPOSITIVE POWER

 

2,622,500**

-----------------------------------------------------------------------

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,622,500**

-----------------------------------------------------------------------

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES

 

o

-----------------------------------------------------------------------

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%**

-----------------------------------------------------------------------

14.

  TYPE OF REPORTING PERSON

IN

-----------------------------------------------------------------------

** See Item 5

 

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

-----------------------------------------------------------------------

1.

NAME OF REPORTING PERSON

Christian Puscasiu

 

-----------------------------------------------------------------------

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) o

 

(b) x

-----------------------------------------------------------------------

3.

SEC USE ONLY

-----------------------------------------------------------------------

4.

SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

o

-----------------------------------------------------------------------

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

-----------------------------------------------------------------------

7.

SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8.

SHARED VOTING POWER

 

2,622,500**

-----------------------------------------------------------------------

9.

SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10.

SHARED DISPOSITIVE POWER

2,622,500**

-----------------------------------------------------------------------

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,622,500**

-----------------------------------------------------------------------

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

CERTAIN SHARES

 

o

-----------------------------------------------------------------------

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0%**

-----------------------------------------------------------------------

14.

  TYPE OF REPORTING PERSON

IN

-----------------------------------------------------------------------

** See Item 5

 

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

 

 

Item 1. Security and Issuer

----------------------------

 

This Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the “Common Stock") of Princeton Review Inc., a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 2315 Broadway, New York, New York 10024.

 

Item 2. Identity and Background

--------------------------------

 

This Schedule 13D is being filed by Prides Capital Partners, L.L.C., a Delaware limited liability company, Kevin A. Richardson, II, Henry J. Lawlor, Jr., Murray A. Indick, Charles E. McCarthy and Christian Puscasiu.

 

Prides Capital Partners, L.L.C. is a Delaware limited liability company whose principal business is acting as general partner for an investment partnership and providing investment advisory services.

 

The principal business office address of Prides Capital Partners, L.L.C. is 200 High Street, Suite 700, Boston, MA 02110. The names of the executive officers and directors of Prides Capital Partners, L.L.C., their addresses, citizenship and principal occupations are as follows:

 

 

Name and

Office Held

Business Address

Citizenship

Principal

Occupation

or Employment

--------------------------------

---------------------------------

----------------------

-------------------------

Kevin A. Richardson, II

Partner

200 High Street, Ste 700

Boston, MA 02110

USA

Partner

Prides Capital Partners, L.L.C.

Henry J. Lawlor, Jr.

Partner

200 High Street, Ste 700

Boston, MA 02110

USA

Partner

Prides Capital Partners, L.L.C.

Murray A. Indick

Partner

200 High Street, Ste 700

Boston, MA 02110

USA

Partner

Prides Capital Partners, L.L.C.

Charles E. McCarthy

Partner

200 High Street, Ste 700

Boston, MA 02110

USA

Partner

Prides Capital Partners, L.L.C.

Christian Puscasiu

Partner

200 High Street, Ste 700

Boston, MA 02110

USA

Partner

Prides Capital Partners, L.L.C.

 

 

 

 

 

CUSIP NO. 742352107

SCHEDULE 13D

 

Item 3. Source and Amount of Funds or Other Consideration

----------------------------------------------------------

 

The source of funds for the purchases of securities was the working capital of the limited partnership for which Prides Capital Partners, L.L.C. serves as the sole general partner.

 

Item 4. Purpose of Transaction

--------------------------------

 

On June 7, 2007, the Reporting Persons agreed to purchase Series B-1 Cumulative Convertible Preferred Stock of the Issuer (the “Preferred Stock”) and other rights from an unaffiliated third party on the terms and conditions set forth in a Purchase and Sale Agreement (the “P&S Agreement”) and an Assignment Agreement. The P&S Agreement is Exhibit B hereto, the Assignment Agreement is Exhibit C hereto, and this description is qualified by reference to the agreements themselves.

 

Pursuant to the P&S Agreement and the Assignment Agreement, the Reporting Persons agreed to purchase the outstanding 6000 shares of the Preferred Stock and to assume the rights and obligations of the seller arising under that certain agreement dated May 28, 2004 between the Issuer and Fletcher International Ltd. and its successors and assigns (the “Fletcher Rights”). The Fletcher Rights were previously acquired by the seller in a private transaction. The Assignment Agreement was acknowledged by the Issuer.

 

In connection with these transactions, the Reporting Persons and the Issuer entered into a letter agreement dated June 5, 2007 (Exhibit D). The letter agreement contained certain representations and warranties from the Issuer to the Reporting Persons, clarified the terms of the Preferred Stock and the Fletcher Rights, and addressed certain other matters as set forth therein.

 

On June 8, 2007, the Reporting Persons closed the transactions described herein with the unaffiliated third party.

 

In addition, prior to June 7, 2007, the Reporting Persons owned and continue to own 1,008,273 shares of Common Stock of the Issuer. The Fletcher Rights and Exhibit D provide that the maximum number of shares of Common Stock held by the holder of the instrument, now the Reporting Persons, is 2,622,500, subject to the Reporting Persons delivering an appropriate notice to increase that amount upon exercise of the Preferred Stock, or the Fletcher Rights, or the purchase of additional shares of Common Stock. The Reporting Persons have not delivered any such notice as of this date.

 

The purpose of the acquisitions of the Common Stock and other securities described above is for investment, and the acquisitions of the Common Stock and other securities were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

 

CUSIP NO. 742352107

SCHEDULE 13D

 

 

Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock or other securities, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. The Reporting Persons may exercise their rights with respect to the Preferred Stock or the Fletcher Rights, and may therefore significantly increase their ownership of Common Stock of the Issuer, or may engage in other transactions concerning the Preferred Stock or the Fletcher Rights. The Reporting Persons may increase their ownership position by delivering the notice referenced above.

 

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its management, operations, business results, plans, and prospects. The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the acquisition by persons of additional Common Stock or other securities of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.

 

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5. Interest in Securities of the Issuer

---------------------------------------------

 

(a),(b) According to the Issuer’s 10-Q filed on May 15, 2007, there were 27,606,198 shares of Common Stock issued and outstanding as of May 11, 2007. Based on such information, after taking into account the transactions described in Items 4 and 5(c), the Reporting Persons report beneficial ownership of 2,622,500 shares of Common Stock, representing 9.0% of common stock outstanding, held by Prides Capital Partners, L.L.C.

CUSIP NO. 742352107 SCHEDULE 13D

 

Although Kevin A. Richardson, II, Henry J. Lawlor, Jr., Murray A. Indick, Charles E. McCarthy and Christian Puscasiu are joining in this Schedule as Reporting Persons, the filing of this Schedule shall not be construed as an admission that any of them are, for any purpose, the beneficial owner of any of the securities that are beneficially owned by Prides Capital Partners, L.L.C.

 

(c) The Reporting Persons have engaged in the transactions in the last 60 days described in Item 4 above.

 

(d) and (e) Not applicable.

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

-----------------------------------------------------------------------

 

None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except, as disclosed in Items 4 and 5 above, for the agreements referenced in Item 4 or filed as Exhibits B, C, and D hereto.

 

Item 7. Material to be Filed as Exhibits

-----------------------------------------

Exhibit D

Letter Agreement

 

CUSIP NO. 742352107

SCHEDULE 13D

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 14, 2007

 

Prides Capital Partners, L.L.C.

 

 

By:

/s/ Murray A. Indick

 

 

 

 

-----------------------

 

 

 

 

Murray A. Indick

Managing Member

 

 

 

 

 

 

 

 

 

 

Kevin A. Richardson, II

 

 

 

 

 

 

/s/ Murray A. Indick

By:

/s/ Murray A. Indick

 

-----------------------

 

-----------------------

 

Murray A. Indick

 

 

Murray A. Indick

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry J. Lawlor, Jr.

Charles E. McCarthy

 

 

 

 

 

 

By:

/s/ Murray A. Indick

By:

/s/ Murray A. Indick

 

 

-----------------------

 

-----------------------

 

 

Murray A. Indick

Attorney-in-Fact

 

Murray A. Indick

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Christian Puscasiu

 

 

 

 

 

 

 

 

By:

/s/ Murray A. Indick

 

 

 

 

-----------------------

 

 

 

 

Murray A. Indick

Attorney-in-Fact

 

 

 

 

   

 

 

CUSIP NO. 742352107

SCHEDULE 13D

 

 

 

Exhibit A

JOINT FILING UNDERTAKING

 

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

 

Dated: June 14, 2007

 

Prides Capital Partners, L.L.C.

 

 

By:

/s/ Murray A. Indick

 

 

 

 

-----------------------

 

 

 

 

Murray A. Indick

Managing Member

 

 

 

 

 

 

 

 

 

 

Kevin A. Richardson, II

 

 

 

 

 

 

/s/ Murray A. Indick

By:

/s/ Murray A. Indick

 

-----------------------

 

-----------------------

 

Murray A. Indick

 

 

Murray A. Indick

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Henry J. Lawlor, Jr.

Charles E. McCarthy

 

 

 

 

 

 

By:

/s/ Murray A. Indick

By:

/s/ Murray A. Indick

 

 

-----------------------

 

-----------------------

 

 

Murray A. Indick

Attorney-in-Fact

 

Murray A. Indick

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Christian Puscasiu

 

 

 

 

 

 

 

 

By:

/s/ Murray A. Indick

 

 

 

 

-----------------------

 

 

 

 

Murray A. Indick

Attorney-in-Fact

 

 

 

 

 

 

 

 EX-99.B 2 exhibitb.htm PURCHASE AND SALE AGREEMENT

 


 

BEAR, STEARNS & CO. INC.

383 Madison Avenue

New York, New York 10179

(212) 272-2000

 

Purchase and Sale Agreement

 

 

June 7, 2007

 

 

Prides Capital Fund I, L.P.

200 High Street, Suite 700

Boston, MA 02110

 

Re:

Series B-1 Cumulative Convertible Preferred Stock of The Princeton Review, Inc.

 

 

Ladies and Gentlemen:

 

This purchase and sale agreement (including all schedules hereto, the “Purchase Agreement”) will confirm that Bear, Stearns & Co. Inc. (the “Seller”) will sell, and Prides Capital Fund I, L.P. (the “Purchaser”) will purchase 6,000 shares of Series B-1 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Shares”) of The Princeton Review, Inc. (the “Issuer”) and that the Purchaser will assume all of the rights and obligations of the Seller pursuant to the Agreement (as defined below), including the Fletcher Rights (as defined in the Agreement), on June 8, 2007 (the “Trade Date”), for an aggregate consideration of $13,796,100.00 (the “Purchase Price”). The Purchase Price will be paid by the Purchaser to the Seller against delivery of the Shares with a stock power to the Purchaser, this Purchase Agreement and the Assignment Agreement (as defined below).

 

In connection with the sale, the Seller hereby represents and warrants to the Purchaser as of the date hereof (which representations and warranties will be deemed repeated on the Trade Date), as follows:

 

 

1.

The Seller is not an “affiliate” of the Issuer as that term is defined in paragraph (a)(1) of Rule 144;

 

 

2.

The Seller is the beneficial owner of the Shares, and has good and valid title to the Shares. Except for this Purchase Agreement, there are no outstanding agreements, commitments, options, liens, pledges, debts or other encumbrances on the Shares, or obligations of any nature to which the Seller is a party, or which it is bound, affecting the sale and transfer of the Shares. Except for any restrictions on transfer arising under the Agreement, dated May 28, 2004, by and between the Issuer and Fletcher International, Ltd. and its successors and assigns (the “Agreement”), and the Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock of the Issuer, on the Trade Date, the Seller will transfer to the Purchaser, valid title to the Shares, free and clear of all liens, claims, charges, encumbrances or security interests;
  

 

3.

The Seller purchased the Shares on January 31, 2007 from an entity which represented to the Seller that it was not, at the time of sale to the Seller, an “affiliate” and that such entity fully paid for the Shares on June 4, 2004, and that such entity had has beneficially owned the Shares continuously since that time and the Seller has beneficially owned the Shares continuously since its date of purchase of the Shares. The Shares were acquired in a private transaction separate from any public offering, and the Seller did not purchase such Shares with a view to distribution in violation of the Securities Act of 1933, as amended (the “Securities Act”);

 

 

4.

The Seller has not offered or sold the Shares by any form of general solicitation or advertising;

 

 

5.

The Seller has all requisite power and authority to execute, deliver and perform its obligations under this Purchase Agreement and the Assignment Agreement, dated the date hereof, by and between the Seller and the Purchaser, attached hereto as Schedule A (the “Assignment Agreement”). The Purchase Agreement and the Assignment Agreement have been validly executed and delivered by the Seller and constitute the legal, valid and binding agreements of the Seller enforceable against the Seller in accordance with their respective terms, except to the extent (i) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (ii) such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

 

 

6.

The execution and delivery of the Purchase Agreement and the Assignment Agreement, the sale of the Shares under this Purchase Agreement, the assumption by the Purchaser of the Seller’s rights and obligations under the Agreement, the fulfillment of the terms of this Purchase Agreement and the consummation of the transactions contemplated hereby will not result in a conflict with or constitute a violation of, or default (with the passage of time or otherwise) under any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Seller or its properties. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body is required for the execution and delivery of the Purchase Agreement and the Assignment Agreement by the Seller, the sale of the Shares by the Seller pursuant to this Purchase Agreement and the consummation of the transactions contemplated hereby, other than such as have been made or obtained, and except for any filings required to be made under federal or state securities laws;

 

 

7.

No brokerage or finder’s fees or commissions are or will be payable by Seller to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by the Purchase Agreement and the Assignment Agreement, and the Seller has not taken any action that would cause Purchaser to be liable for any such fees or commissions. Seller agrees that the Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of any person for fees of the type contemplated by this Section with the transactions contemplated by the Purchase Agreement and the Assignment Agreement; and

 

 

8.

Assuming the accuracy of the representations and warranties of the Purchaser set forth below, the offer and sale of the Fletcher Rights by the Seller to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act.

 

In connection with the purchase, the Purchaser hereby represents and warrants to the Seller as of the date hereof (which representations and warranties will be deemed repeated on the Trade Date), as follows:

 

 

1.

The Purchaser understands that the Shares have not been registered under the Securities Act or under any state securities laws, and may not be sold except pursuant to an effective registration statement or pursuant to a duly available exemption from such registration requirements;

 

 

2.

The Purchaser is purchasing the Shares for its own account and not with a view to distribution in violation of the Securities Act;

 

 

3.

The Purchaser is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and a "qualified institutional buyer," as that term is defined in Rule 144A under the Securities Act, and have such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of the acquisition of the Shares, and, having had access to, or having been furnished with, all such information as we have considered necessary, have concluded that we are able to bear those risks;

 

 

4.

The Shares were not offered or sold to us by any form of general solicitation or general advertising;

 

 

5.

The Purchaser acknowledges that if any transfer of the Shares is to be made in reliance on any exemption under the Securities Act, the Issuer may require an opinion of counsel reasonably satisfactory to it that such transfer may be made pursuant to an exemption under the Securities Act;

 

6.

In making any subsequent offering or sale of the Shares the Purchaser will be acting only for itself and not as part of a sale or planned distribution which would be in violation of the Securities Act;

 

 

7.

The Purchaser acknowledges that, so long as appropriate, a legend similar to the following may appear on the certificates representing the Shares: “These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available.”;

 

 

8.

The Purchaser represents that it is a sophisticated investor and has reviewed the Shares and the documentation related thereto and the information related to the Issuer and is not relying on the Seller with respect thereto and that the Seller has made no representations as to the Shares, such documentation or the Issuer other than as set forth above;

 

 

9.

The Purchaser has all requisite power and authority to execute, deliver and perform its obligations under the Purchase Agreement and the Assignment Agreement. The Purchase Agreement and the Assignment Agreement have been validly executed and delivered by the Purchaser and constitute the legal, valid and binding agreements of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except to the extent (i) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (ii) such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

 

 

10.

The execution and delivery of the Purchase Agreement and the Assignment Agreement, the purchase of the Shares under this Purchase Agreement, the assumption by the Purchaser of the Seller’s rights and obligations under the Agreement, the fulfillment of the terms of this Purchase Agreement and the consummation of the transactions contemplated hereby will not result in a conflict with or constitute a violation of, or default (with the passage of time or otherwise) under any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Purchaser or its properties. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body is required for the execution and delivery of the Purchase Agreement and the Assignment Agreement by the Purchaser, the purchase of the Shares by the Purchaser pursuant to this Purchase Agreement and the consummation of the transactions contemplated hereby, other than such as have been made or obtained, and except for any filings required to be made under federal or state securities laws.

 

Notwithstanding any investigation made by any party to this Purchase Agreement, all covenants, agreements, representations and warranties made by Seller and the Purchaser herein shall survive the execution of this Purchase Agreement, the delivery to the Purchaser of the Shares being purchased, the payment therefor and the other transactions contemplated hereby, and a party’s reliance on such representations and warranties shall not be affected by any investigation made by such party or any information developed thereby.

The Purchaser’s obligation to purchase the Shares on the Trade Date shall be subject to the condition that the Purchaser shall have received an opinion (subject to all assumptions set forth therein) of counsel to the Seller in the form attached hereto as Schedule B, dated as of the Trade Date, that the sale of the Shares to the Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act.

 

This Purchase Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Seller and the Purchaser. Any waiver of a provision of this Purchase Agreement must be in writing and executed by the party against whom enforcement of such waiver is sought.

 

This Purchase Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. This Purchase Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Purchase Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

 

This Purchase Agreement shall be governed by the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law).

 

This Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In proving this Purchase Agreement, it shall not be necessary to produce or account for more than one such counterpart.

 

[The remainder of this page is intentionally left blank]

 

                    

 

   Very truly yours,

 

BEAR, STEARNS & CO. INC.

 

 

 

By: /s/Michael Lloyd

 

Name: Michael Lloyd

 

Title: Senior Managing Director

 

Date: June 7, 2007

 

 

ACCEPTED AND AGREED:

 

PRIDES CAPITAL FUND I, L.P.

 

By: Prides Capital Partners, LLC, its general partner

 

 

By: /s/Kevin A. Richardson, II

 

Name: Kevin A. Richardson, II

 

Title: Managing Member

Date: June 7, 2007

 

 

Schedule A to Purchase and Sale Agreement dated June 7, 2007

 

Assignment Agreement

 

 

Schedule B to Purchase and Sale Agreement dated June 7, 2007

 

Form of Opinion of Counsel to the Seller

 

 

 

1.            No registration of the outstanding Shares under the Securities Act of 1933, as amended, is required for the offer and sale of the Shares by the Seller to you, solely in the manner contemplated by the Purchase and Sale Agreement.

 

 

 

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 GRAPHIC 3 img1.gif GRAPHIC begin 644 img1.gif M1TE&.#EAE0`1`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y M!`$`````+`````"5`!$`@0```````/___P$"`P+_C(^@@!W+#%Q.SHMKK)); M=63:%4X)Y(`>RK&?FV)RZW4K5<(Q_JJ/W_`)AH+0$)B\6,D;7'9*E-Z#H?%ZIYQ]T2SO5]MS_45Z\]0?ML\YR9H!F>QQD.7 M.E&KJ0TK%@V?K?&X93'!-C.HOV`YC,'C.G0=7UZPIS:KV&+IA2K '*?F5HP``.S\_ ` end EX-99.C 4 exhibitc.htm ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT

dated as of June 7, 2007 among:

 

Bear, Stearns & Co. Inc. (the "Assignor")

 

AND

 

Prides Capital Fund I, L.P. (the "Assignee").

 

Assignor is party by assignment dated as of January 31, 2007 to an Agreement dated as of May 28, 2004 between Assignor and The Princeton Review, Inc. (the "Agreement"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

 

With effect from and including June 8, 2007 (the "Assignment Date") the Assignor wishes to assign to the Assignee, and the Assignee wishes to accept the transfer by assignment of, all the rights, liabilities, duties and obligations of the Assignor under and in respect of the Agreement.

 

Conditioned upon completion of the purchase by Assignee of the Series B-1 Preferred Stock described in the Agreement, Assignor hereby assigns and transfers all of its rights under the Agreement and Assignee accepts such assignment and assumes all of the obligations of Assignor under the Agreement.

 

Assignor represents and warrants that, as of the Assignment Date, there are no claims, counterclaims or defenses available to The Princeton Review, Inc. under the Agreement, nor has there been any amendment to the Agreement, or any action or inaction which would operate as such, whether by way of waiver, estoppel or otherwise.

 

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement on the respective dates specified below with effect from and including the Assignment Date.

 

BEAR, STEARNS & CO. INC.

 

 

By: /s/Michael Lloyd

 

Name: Michael Lloyd

 

Title: Senior Managing Director

 

Date: June 7, 2007

 

PRIDES CAPITAL FUND I, L.P.

 

By: Prides Capital Partners, LLC, its general partner

 

By: /s/Kevin A. Richardson, II

 

Name: Kevin A. Richardson, II

 

Title: Managing Member

 

Date: June 7, 2007

 

Acknowledged:

 

THE PRINCETON REVIEW, INC.

 

 

By: /s/ Mark Chernis  

 

Name: Mark Chernis

 

Title: President and COO

 

Date: June 8, 2007

 

 

 

 EX-99.D 5 exhibitd.htm LETTER AGREEMENT

 

 

 

 

June 5, 2007

 

Prides Capital Fund I, L.P.

200 High Street, Suite 700

Boston, MA 02110

 

RE:

Series B-1 Cumulative Convertible Preferred Stock

 

 

Ladies and Gentlemen:

 

Reference is made to the Agreement, dated May 28, 2004 (the “Agreement”), by and between The Princeton Review, Inc., a Delaware corporation (“the Company”), and Fletcher International, Ltd., a company organized under the laws of Bermuda (“Fletcher”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

 

The Company acknowledges that Prides Capital Fund I, L.P. or its affiliates (“Prides”) may acquire the 6,000 shares of Series B-1 Preferred Stock outstanding (the “Shares”) on or about the date hereof from Bear, Stearns & Co. Inc. or its affiliates (“Bear”) and/or assume the rights and obligations of Bear pursuant to the Agreement, including the Fletcher Rights, based in part upon the Company’s representations and warranties and covenants contained herein. In connection therewith, and in order to induce Prides to acquire such securities, the parties agree as follows:

 

 

1.

Representations and Warranties.

 

(a)          Series B Preferred Shares. As of the date hereof, 6,000 shares of the Series B-1 Preferred Stock are issued and outstanding and no shares of Series B-1 Preferred Stock are issued and held in the treasury of the Company. All the outstanding shares of Series B-1 Preferred Stock are and the Additional Preferred Shares will be (when and if issued) duly authorized, validly issued, fully paid and non-assessable. The Shares are owned of record by Bear.

 

(b)          Authorization, Validity of Letter Agreement. The Company has all the requisite corporate power and authority to execute and deliver this letter agreement and to perform its obligations hereunder. The execution, delivery or performance by the Company of this letter agreement has been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this letter agreement by the Company.

(c)          Agreement and Series B-1 Certificate. The Agreement and the Series B-1 Certificate are in full force and effect as of the date hereof. No amendments, rescissions, waivers or other documents modifying the Agreement have been authorized since May 28, 2004 and there have been no amendments to the Series B-1 Certificate since June 4, 2004.

 

2.            Blackout Period. The Company has no current intention to declare a Blackout Period during the twelve-month period from the date hereof.

 

3.            Conversion Price. The Company and Prides agree that, by operation of Section 5(f) of the Agreement, as of the date hereof, the Conversion Price applicable to the Initial Preferred Shares is $7.2976 and the Conversion Price applicable to the Additional Preferred Shares is the greater of (a) $7.2976 or (b) 79.6105% of the Prevailing Price (as defined in the Subsequent Certificate), calculated as of the delivery date of the corresponding Fletcher Notice. The Company and Prides further agree that, the Conversion Price applicable to the Initial Preferred Shares and the Additional Preferred Shares will continue to decrease by 5% on the 10th day of each month or a portion thereof, in which the Registration Requirement is not satisfied. Accordingly, the Conversion Price applicable to the Initial Preferred Shares will be reduced to (i) $6.9327 on June 10, 2007, (ii) $6.5861 on July 10, 2007, and so on, and the Conversion Price applicable to the Additional Preferred Shares will be reduced to (i) the greater of (a) $6.9327 or (b) 75.6299% of the Prevailing Price (as defined in the Subsequent Certificate) on June 10, 2007, (ii) the greater of (a) $6.5861 or (b) 71.8484% of the Prevailing Price (as defined in the Subsequent Certificate) on July 10, 2007, and so on, each calculated as of the delivery date of the corresponding Fletcher Notice, for as long as the Registration Requirement has not been satisfied.

 

4.            Ownership of Common Stock. The Company is advised that as of the date hereof Prides owns 1,008,273 shares of the common stock of the Company. The Company acknowledges that, notwithstanding anything to the contrary in Section 6(c) of the Agreement, Prides may purchase additional shares of the Company’s common stock and, in the event that Prides acquires the Preferred Stock and the Fletcher Rights, Prides may fully exercise its right to convert or redeem its shares of the Series B-1 Preferred Stock in accordance with the terms of the Agreement, except as specifically provided herein, to exercise the Fletcher Rights and to own more than the Maximum Number as defined therein.

 

5.            Extension of Fletcher Rights Period. The Company and Prides agree that, by operation of Section 5(f) of the Agreement, as of the date hereof, the Fletcher Rights Period has been extended by 177 days and will continue to be extended until the date the Registration Requirement is satisfied. 

 

6.            Indemnification. The Company hereby agrees to indemnify and hold harmless Prides and its affiliates from and against any and all liabilities, actions, losses, expenses (including costs of investigations and defense and reasonable attorneys’ and accountants’ fees) or damages, whether or not involving a third-party claim resulting from any (a) breach of or inaccuracy in any representation or warranty made by the Company herein, or (b) breach by the Company of any covenant, agreement or obligation of the Company in this letter agreement. The Company shall promptly pay or reimburse expenses incurred or paid, as the case may be, in accordance with this Section in defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

7.            No Third Party Beneficiaries. This letter agreement shall be binding solely on, and inure solely to the benefit of, the undersigned and their respective successors and permitted assigns, and nothing set forth in this letter agreement shall be construed to confer upon or give to any person other than the undersigned and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Prides to enforce any provisions of this letter agreement.

 

8.            Entire Agreement, Amendment, Assignment. This letter agreement contains the entire agreement between the parties, and no modification of this letter agreement or any annex hereto or waiver of the terms and conditions hereof or thereof shall be binding upon either party, unless approved in writing by each party. This letter agreement shall inure to the benefit of the parties hereto, and their successors and permitted assigns. Any assignment of this letter agreement by the Company without the prior written consent of Prides shall be void.

 

9.            Governing Law, Jurisdiction, Notice. This letter agreement and any related dispute shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. Prides and the Company hereby submit to the personal jurisdiction of any state or federal courts located in the Southern District of the State of New York, and waive any claim of improper venue or any claim that those courts are in any inconvenient forum. The Company and Prides agree that the mailing of process or other papers in connection with any action or proceeding in such manner as may be permitted by applicable laws will be valid and sufficient service thereof.

 

10.          WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

 

11.          Headings, Severability. The headings contained in this letter agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this letter agreement. If any provision of this letter agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this letter agreement but shall be confined in its operation to the provision of this letter agreement directly involved in the controversy in which such judgment shall have been rendered.

 

12.          Counterparts. This letter agreement may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Very truly yours,

 

THE PRINCETON REVIEW, INC.

 

 

 

By:

/s/ Stephen Melvin

 

Name: Stephen Melvin

 

Title: Chief Financial Officer

 

 

Accepted and agreed to

as of the date written above

 

PRIDES CAPITAL FUND I, L.P.

 

By: Prides Capital Partners, LLC, its general partner

 

 

By: /s/ Kevin A. Richardson, II

Name: Kevin A. Richardson, II

 

Title: Managing Member

 

 

 

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