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 28, 2012 (September 24, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2012, the Board of Directors of Learning Tree International, Inc. (the “Company”) appointed David Asai as the Company’s Interim Chief Financial Officer. In connection with the appointment of Mr. Asai, the Company has entered into an Interim Services Agreement, dated September 27, 2012 (the “Interim Services Agreement”), with Randstad Professionals US, LP, doing business as Tatum, a large executive services firm (“Tatum”), pursuant to which the Company will pay Tatum $250 per hour for Mr. Asai’s services. Pursuant to the Interim Services Agreement, Mr. Asai is employed and compensated by Tatum.
Mr. Asai, age 56, has served as a CFO Partner in the Mid Atlantic practice of Tatum since October 2011. Mr. Asai brings over 30 years of professional experience to the Company including directing all facets of finance and accounting management for public and private companies ranging in size from start-ups to $900 million in annual revenues. Prior to joining Tatum, Mr. Asai was an independent financial consultant providing services to Laureate Education, Inc. and Voyager Learning Company. Mr. Asai has served as Chief Financial Officer of Voyager Learning Company, Independence Air, and Spirit Airlines.
There is no arrangement or understanding, other than the Interim Services Agreement, between Mr. Asai and any other person pursuant to which Mr. Asai has been selected an officer. Mr. Asai has not engaged in any transaction exceeding $120,000 with the Company and does not have a family relationship with any director or executive officer of the Company.
Item 7.01. Regulation FD Disclosure.
On September 28, 2012, the Company issued a press release announcing that the Special Committee (the “Special Committee”) of the Company’s Board of Directors has retained Sullivan & Cromwell LLP as its independent legal counsel and is in the process of engaging an independent financial advisor.
As previously announced on September 19, 2012, the Special Committee was formed to consider, among other things, the 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 (the “Collins Proposal”). Since the announcement of the Collins Proposal, the Special Committee has received additional indications of interest regarding an acquisition of the Company.
In light of the receipt of the Collins Proposal and the additional indications of interest, the Special Committee, with the assistance of its legal and financial advisors, will review all strategic alternatives available to the Company 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 28, 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 28, 2012 | LEARNING TREE INTERNATIONAL, INC. | |||||
| By: | /s/ MAX SHEVITZ | |||||
| Max Shevitz | ||||||
| President | ||||||
Exhibit 99.1
Friday, September 28, 2012
FOR IMMEDIATE RELEASE
LEARNING TREE INTERNATIONAL, INC.
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
RETAINS INDEPENDENT LEGAL COUNSEL;
RECEIVES ADDITIONAL INDICATIONS OF INTEREST
RESTON, Va. – Learning Tree International, Inc. (NAS: LTRE) (“Learning Tree”) today announced that the Special Committee of the Board of Directors of Learning Tree (the “Special Committee”) has retained Sullivan & Cromwell LLP as its independent legal counsel and is in the process of engaging an independent financial advisor.
As previously announced on September 19, 2012, Learning Tree’s Board of Directors established the Special Committee comprised of independent directors to consider, among other things, a non-binding proposal received 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 and their affiliates do not already own. In addition to the proposal received from David and Mary Collins, the Special Committee has received additional indications of interest regarding an acquisition of Learning Tree since the announcement of the Collins’ proposal.
In light of the receipt of the Collins’ proposal and the additional indications of interest, the Special Committee, with the assistance of its legal and financial advisors, will review all strategic alternatives available to Learning Tree.
The Special Committee cautions Learning Tree’s stockholders and others considering trading in its securities that no decisions have been made by the Board of Directors or the Special Committee with respect to any of the foregoing. There can be no assurance that any definitive offer will be accepted, that any agreement will be executed or that any transaction will be consummated.
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