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
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Date of Report (Date of Earliest Event Reported): |
February 28, 2013 |
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K12 Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-33883 |
95-4774688 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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2300 Corporate Park Drive, Herndon, |
20171 |
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(Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number, including area code: | (703) 483-7000 |
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Not Applicable |
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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:
⃞ 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.
(d) Election of Adam L. Cohn as a Director of the Company
On February 28, 2013 (the “Effective Date”), Adam L. Cohn was appointed to the Board of Directors (the "Board") of K12 Inc. (the "Company"). There are no arrangements or understandings between Mr. Cohn and any other person pursuant to which Mr. Cohn was appointed a Director of the Company. Mr. Cohn will serve as a director of the Company until the next annual meeting of stockholders of the Company and until his successor is elected and qualified or until his death, retirement, resignation or removal.
Mr. Cohn, age 41, is Senior Vice President, Business Development of Knowledge Universe Education L.P. (“KUE”) and its portfolio companies. Knowledge Universe is a leading global education organization operating early childhood education centers and international schools.
Mr. Cohn will be compensated in accordance with the Company’s non-employee director compensation policy in effect from time to time. Based on the Company’s current policy, Mr. Cohn will receive an annual award of restricted stock equivalent to $60,000 (prorated for the period between the Effective Date and December 31, 2013, based on the number of days in such period divided by 365). Mr. Cohn will also receive, on a prorated basis, an annual cash retainer of $40,000, paid in quarterly installments at the end of each quarter. In addition, Mr. Cohn will receive $1,500 per Board meeting.
During the fiscal year ended June 30, 2012, the Company has purchased services and assets in the amount of $590,423 from Knowledge Universe Technologies (“KUT”) pursuant to a Transition Services Agreement related to the Company’s acquisition of KC Distance Learning, Inc., as well as other administrative services. Since July 1, 2012, the Company has purchased an additional $169,339 worth of services and assets from KUT. KUT is an affiliate of Learning Group, LLC, a beneficial holder of more than 5% of our capital stock. KUE is affiliated with KUT and the Learning Group, LLC. Other than by virtue of his relationship with KUE, Mr. Cohn has no interest in the Transition Services Agreement or the other administrative services KUT provides to the Company and does not expect to benefit materially from the same.
On March 4, 2013, the Company issued a press release announcing the appointment of Mr. Cohn to the Board of Directors of the Company. A copy of this press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. 99.1 - Press Release dated March 4, 2013 of K12 Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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K12 Inc. |
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March 4, 2013 |
By: |
/s/ Howard D. Polsky |
| Name: |
Howard D. Polsky |
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| Title: |
General Counsel and Secretary |
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Exhibit 99.1
K12 Inc. Appoints Adam L. Cohn of Knowledge Universe to Board of Directors
K12 Continues to Strengthen Leadership with Addition of Investment and Business Development Expertise
HERNDON, Va.--(BUSINESS WIRE)--March 4, 2013--K12 Inc. (NYSE:LRN), the nation's largest provider of proprietary online curricula and education programs for students in kindergarten through high school, today announced the appointment of Adam L. Cohn, Senior Vice President, Business Development of Knowledge Universe Education L.P., to its Board of Directors.
The appointment of Mr. Cohn, who is Head of Mergers and Acquisitions and Business Development for Knowledge Universe® and its portfolio companies, brings the number of directors on the K12 Board to 10. Knowledge Universe is a leading global education organization operating early childhood education centers and international schools.
Nate Davis, Executive Chairman of K12 Inc., stated, “Adam Cohn will bring valuable new resources to K12’s Board of Directors at this critical stage of our growth. We especially welcome his expertise and insight in investment, business development and partnerships.”
Prior to joining Knowledge Universe in March 2000, Mr. Cohn was a Senior Associate with Whitney & Co., a leading private equity firm. At Whitney & Co., he was responsible for sourcing and executing transactions for the Whitney Mezzanine Fund. Prior to Whitney & Co., Mr. Cohn was an investment banker in the Financial Sponsors Group at Bankers Trust Company and Deutsche Bank. Mr. Cohn serves on board of directors of Knowledge Schools LLC, Knowledge Universe Global Inc., Busy Bees Holdings Limited and Milagro Oil and Gas, Inc. From 2007 to 2012 he served as a director of Embanet Corp. Mr. Cohn holds a Bachelor’s Degree in Business from Skidmore College and an MBA from Columbia University.
About K12 Inc.
K12 Inc. (NYSE: LRN) is leading the transformation to individualized learning as the nation's foremost provider of technology-powered online solutions for students in pre-kindergarten through high school. K12 has worked with over 2,000 school districts and has delivered more than four million courses over the past decade. K12 provides curricula, academic services, and learning solutions to public schools and districts, traditional classrooms, blended school programs, and families. K12's curriculum is rooted in decades of research combined with 21st-century technology by cognitive scientists, interactive designers and teachers. K12's portfolio of more than 550 unique courses and titles—the most extensive in the technology-based education industry—covers every core subject and four academic levels for high school including Honors and AP. K12 offers credit recovery courses, career-building electives, remediation support, six world languages and a deep STEM offering. The K12 Program is offered through K12 partner public schools in more than two-thirds of the states and the District of Columbia, and through private schools serving students in all 50 states and 85 countries. More information can be found at K12.com.
CONTACT:
K12 Inc.
Investor Contact:
Christina L. Parker,
703-483-7077
VP Investor Relations
chparker@k12.com
or
Press
Contact:
Jeff Kwitowski, 703-483-7281
SVP Public Affairs
jkwitowski@k12.com