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 30, 2013
SIBLING GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS | 000-28311 | 76-027334 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification Number) |
1355 Peachtree Street, Suite 1150, Atlanta, GA 30309 |
(Address of principal executive offices) |
(404) 551-5274
(Registrant’s telephone number, including area code)
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:
¨ 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 30, 2013, the board of directors (the “Board”) of Sibling Group Holdings, Inc. (the “Company”), accepted the resignation of Amy Austin as a Board member. She was a founder of Newco4education, LLC which was acquired by Sibling in 2010, and served for 3 years. A new position at her employer prevents her from holding a Board seat on an external company. Also, the Board accepted the resignation of Neal Sessions, from all positions previously held on the Board and in his management roles. Mr. Sessions cited a need to focus on his family business interests in his resignation. He remains available to assist the Company on a part time, consulting basis. There were no conflicts or issues between either party and the Company. We thank both for their time and consideration.
On October 8th the Board extended an offer to Ms. Amy Lance, age 46, to join the Board and as Chairman of the Board. Ms. Lance has extensive business experience, and is a leading figure in the not-for-profit community in the Southeastern, US. Ms. Lance graduated from The University of Georgia with a BA in Business Management in 1988.
Also approved by the Board was the appointment of Mr. Mack Leath, age 56, to the Board of Directors, and as Secretary of the Company. As well Mr. Leath will become the President of the Corporation. He is an experienced business executive, with an emphasis on sales and marketing as well as start-up oriented financing transactions. He will be responsible for all aspects of the day to day operations of the Company. Mr. Leath graduated from North Carolina State University with a B.S. in Business Administration; 1986.
Mr. Leath's compensation consists of annual base salary of $60,000 per year, a potential performance bonus of equal to his base salary, and stock options, as determined by the Board of Directors based on performance. Mr. Leath will also receive a stock grant as described below.
A copy of the press release regarding these appointments is attached as an exhibit to this filing.
Director Equity Compensation
In conjunction with the appointment of Ms. Lance and Mr. Leath to the Board, it also approved the issuance of shares of common stock to each, as part of its Director compensation plan. Under this plan, any Director who joins the Board shall receive (1) 200,000 shares of restricted stock on joining, and (2) 150,000 shares of common stock in lieu of cash directors fees to each member of the Board of Directors for services as a member of the Board of Directors for the 12 months following the acceptance of the Board position. All shares approved for issuance by the Board of Directors on December 28, 2012 are subject to a “reverse vesting” provision, such that 50% of the shares awarded to a Director are automatically cancelled if that Director does not complete 12 months of service, unless the termination results from a merger or change of control of the Company.
Director | Initial Grant | Grant for 2013 Services |
Amy Lance | 200,000 | 150,000 |
Mack Leath | 200,000 | 150,000 |
Total | 400,000 | 300,000 |
Item 8.01
Other Events.
On October 10, 2013, the Company announced that it intends to acquire the assets and operations of Blendedschools.net, a non-for-profit provider of online curriculum, professional development and consulting services to school districts. The agreement is currently being documented, and is subject to final approval of both Boards and all applicable governmental approvals.
A copy of the press release regarding this transaction is attached as an exhibit to this filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
99.1 |
| Press release dated October 10, 2013 |
99.2 |
| Press release dated October 14, 2013 |
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 thereunto duly authorized.
Sibling Group Holdings, Inc.
Signature |
| Date | |
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By: | /s/ Ms. Amy Lance |
| October 30, 2013 |
Name: | Amy Lance |
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Title: | Chairman of the Board |
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Signature |
| Date | |
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By: | /s/ Mr. Mack Leath |
| October 30, 2013 |
Name: | Mack Leath |
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Title: | President and Secretary |
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EXHIBIT 99.1
Sibling Group to Address Blended Learning Through Business Combination
Acquisition would allow for expansion of offerings, sales force, specialized curriculum and PD
ATLANTA, GA, October 10, 2013 -- Sibling Group Holdings, Inc. (OTCQB: SIBE, www.siblinggroup.com) (the "Company"), whose business strategy is focused on the development and acquisition of 21st century educational management services and education technology, announced today that, subject to approval of final documents and terms, it intends to acquire the assets and operations of Blendedschools.net, a leading provider of blended learning curriculum, professional development, and online leaning. The Board's of both Companies have reviewed the anticipated transaction and agree that a combination may offer significant growth potential. Blendedschools.net has an 11 year history, and large base of clients, generally focused on smaller school districts, including those in rural settings.
Blendedschools.net is a not for profit entity based in Pennsylvania, and as such the final valuation and final terms are subject to review by certain regulatory bodies, and approval of both companies’ Boards of Directors. All parties are proceeding with an expectation that the transaction can be completed during the fourth quarter. The timing is largely subject to regulatory approvals that may apply, as well as all other requirements for the sale of assets by a not for profit entity under the applicable state and federal tax code. The anticipated entity will combine Sibling's specialized curriculum and professional development plans and operations, with the existing operations of Blendedschools.net with expanded offerings, and distribution into the fast changing educational marketplace.
"The Blendedschools.net opportunity is exactly the kind of transaction that fits our model, allowing us to provide the capital and other resources necessary to accelerate the growth of a historical leader in the Blended Learning area, and expand the product offerings to include our upcoming STEM (science, technology, engineering and math), ESL (english as a second language), SpED (special education) and SEL (social and emotion learning) training and curriculum, as well as a new CTAE (career, technical and agricultural education) offering which Sibling has in the works," said Michael Hanlon, a member of the Sibling Board of Directors.
Blendedschools.net provides online curriculum with 192 master courses for the K-12 marketplace, all Common Core compatible; a complete hosted course authoring and learning management system (LMS) environment featuring both Blackboard and Canvas; the new Language Institute, with online courses in Arabic, Chinese, Spanish, French, Japanese, Latin, Russian, German and Hindi, all oriented to meet today's ESL requirements. The Blendedschools.net staff provides online, and on site training for Blended Learning training methods, conversion planning, and implementation. For more information, go to www.blendedschools.net, or call Sheri Border, at 814-542-2501 x181, or by email at sborder@blendedschools.net.
Sibling Group Holdings, Inc. (OTCQB:SIBE, www.siblinggroup.com and http://www.specialedmatters.com/) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of K-12 education across the globe. The results: better educated children, sustainable and cost effective teaching model, primarily for K-12 education, and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings, including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (english as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students, and teachers, with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.
EXHIBIT 99.2
Sibling Group Expands Board of Directors, Management Team
Significant Growth Near Term Spurs Need for Expansion
ATLANTA, GA, October 14, 2013 -- Sibling Group Holdings, Inc. (OTCQB: SIBE, www.siblinggroup.com) (the "Company"), whose business strategy is focused on the development and acquisition of 21st century educational management services and education technology, announced today that it has made a number of changes to its Board of Directors and management team as is prepares to expand its operations significantly.
As of September 30, 2013 the Board accepted the resignation of Amy Austin as a Board member. She was a founder of Newco4education, LLC which was acquired by Sibling in 2010, and served for 3 years. A new position at her employer prevents her from holding a Board seat on an external company. Also, the Board accepted the resignation of Neal Sessions, from all positions previously held on the Board and in his management roles. Mr. Sessions cited a need to focus on his family business interests in his resignation. He remains available to assist the Company on a part time, consulting basis. There were no conflicts or issues between either party and the Company. We thank both for their time and consideration.
To expand the Board and position the management team for future growth, the Company has approved the appointment of Ms. Amy Lance to the Board of Directors, and in the position of Chairman of the Board. Ms. Lance has extensive business experience, and is a leading figure in the not-for-profit community in the Southeastern, US. Also approved by the Board was the appointment of Mr. Mack Leath to the Board of Directors, and as Secretary of the Company. As well Mr. Leath will become the President of the Corporation. He is an experienced business executive, with an emphasis on sales and marketing as well as start-up oriented financing transactions. He will be responsible for all aspects of the day to day operations of the Company.
About: Sibling Group Holdings, Inc. (OTCQB:SIBE, www.siblinggroup.com and http://www.specialedmatters.com/) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of K-12 education across the globe. The results: better educated children, a sustainable and cost effective teaching model primarily for K-12 education, and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (english as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students and teachers with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.