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): September 19, 2012
Learning Tree International, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-27248 | 95-3133814 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1805 Library Street
Reston, Virginia 20190
(Address of principal executive offices)
(703) 709-9119
(Registrant’s Telephone Number)
N/A
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On September 19, 2012, Learning Tree International, Inc. (the “Company”) issued a press release confirming the receipt of an unsolicited, non-binding proposal from David C. Collins, Chairman of the Board of Directors and Chief Executive Officer of the Company, and his wife, Mary C. Collins, to acquire all of the outstanding shares of the Company that they do not already own. In response to the proposal, the Company’s Board of Directors has established a Special Committee of the Board comprised of independent directors to consider, among other things, this proposal carefully in due course, consistent with its fiduciary duties to act in the best interest of stockholders.
Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filings under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 99.1 | Press release dated September 19, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 19, 2012 | LEARNING TREE INTERNATIONAL, INC. | |||||
| By: | /s/ MAX SHEVITZ | |||||
| Max Shevitz | ||||||
| President | ||||||
Exhibit 99.1
Wednesday, September 19, 2012
FOR IMMEDIATE RELEASE
LEARNING TREE INTERNATIONAL, INC. ANNOUNCES
RECEIPT OF UNSOLICITED INDICATION OF INTEREST
RESTON, Va. – Learning Tree International, Inc. (NAS: LTRE) (“Learning Tree”) today announced that its Board of Directors has received a non-binding proposal from David C. Collins, the Chairman of the Board and Chief Executive Officer of Learning Tree, and his wife, Mary C. Collins, to acquire all of the outstanding shares of Learning Tree that they do not already own for a $5.25 per-share price in cash.
In response to the proposal, the Board of Directors has established a Special Committee of the Board comprised of independent directors to consider, among other things, the proposal. The Special Committee will retain independent financial advisors and legal counsel to assist it in evaluating this proposal and all other strategic alternatives. The Special Committee will review and consider this proposal carefully in due course, consistent with its fiduciary duties to act in the best interest of stockholders.
The Board of Directors cautions Learning Tree’s stockholders and others considering trading in its securities that the Board has just received Dr. Collins’ unsolicited proposal and no decisions have been made by the Board of Directors or the Special Committee with respect to Learning Tree’s response to the proposal. There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction will be consummated.
Learning Tree does not intend to comment further regarding this proposal or its evaluation of strategic alternatives, unless a specific transaction is recommended by the Board of Directors.
About Learning Tree International, Inc.
Learning Tree International is a leading global provider of highly effective, hands-on training to information technology professionals and managers. Since 1974, over 65,000 organizations have relied on Learning Tree to enhance the professional skills of more than 2 million employees. Learning Tree develops, markets and delivers a broad, proprietary library of instructor-led courses focused on Web development; IT security; project management; operating systems; databases; networking; software development and leadership and business skills. Courses are presented globally at Learning Tree Education Centers, on site at client facilities, and are available via Learning Tree AnyWare™, Learning Tree’s proprietary live, online instructor-led training delivery option, which connects online participants to the actual classroom. For more information about Learning Tree products and services, call 1-888-THE-TREE (1-888-843-8733), or visit the Learning Tree Web site at www.learningtree.com.
Forward-looking Information
This Press Release contains forward-looking information within the meaning of The Private Securities Litigation Reform Act of 1995. Please do not put undue reliance on these forward-looking statements, since they are based on key assumptions about future risks and uncertainties. Although Learning Tree believes that its assumptions are reasonable, inevitably some will prove
to be incorrect. As a result, Learning Tree’s actual future results can be expected to differ from those in this release, and those differences may be material. Learning Tree is not undertaking any obligation to update forward-looking statements. In order to help the reader assess the major risks in Learning Tree’s business, Learning Tree has identified many, but not all, of these risks in Item 1A, “Risk Factors” in Learning Tree’s Annual Report on Form 10-K (“Item 1A”). Please read that exhibit carefully. Some of the factors discussed in Item 1A that could affect Learning Tree include the following: risks associated with the timely development, introduction, and customer acceptance of Learning Tree’s courses; competition; international operations, including currency fluctuations; changing economic and market conditions; technology development and new technology introduction; efficient delivery and scheduling of Learning Tree’s courses; adverse weather conditions, strikes, acts of war or terrorism and other external events; and attracting and retaining qualified personnel.
Contact Information
Max Shevitz
President
Learning Tree International, Inc.
Phone: (703) 709-9119
max_shevitz@learningtree.com