-----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, CzR/6qrZaB4o3zrYPQRRNfUUKZmunbEPB8UDzGpToO2YVRilxwdaqjC7nuHO+AFx r2ozdZj4vyO1YLMvZFLvCg== 0001162315-10-000030.txt : 20100708 0001162315-10-000030.hdr.sgml : 20100708 20100707184414 ACCESSION NUMBER: 0001162315-10-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100629 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100708 DATE AS OF CHANGE: 20100707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBASSADORS GROUP INC CENTRAL INDEX KEY: 0001162315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 911957010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33347 FILM NUMBER: 10942849 BUSINESS ADDRESS: STREET 1: 2001 SOUTH FLINT CITY: SPOKANE STATE: WA ZIP: 99224 BUSINESS PHONE: 5095687000 MAIL ADDRESS: STREET 1: 2001 SOUTH FLINT CITY: SPOKANE STATE: WA ZIP: 99224 8-K 1 form8k_.htm FORM 8-K T RUSIN form8k_.htm

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)
July 7, 2010
 
AMBASSADORS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
         
Delaware
 
No. 0-33347
 
91-1957010
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
     
Dwight D. Eisenhower Building, 2001 South Flint Road, Spokane, WA
 
99224
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code
(509) 568-7800
 
Not Applicable
(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.

           Effective July 1, 2010, Tom Rusin was appointed as a Class I Director of the Company to fill an existing vacancy on the Board.  Mr. Rusin, age 42, has served as President and Chief Executive Officer, North America, of Affinion Group since June 1, 2007.  From October 17, 2005 to May 31, 2007, Mr. Rusin served as Affinion’s Executive Vice President and Chief Revenue Officer.  Mr. Rusin joined Affinion in December 1999 as Product Manager in the Netmarket Group overseeing travel marketing and was subsequently promoted to Vice President of Travel in January 2001; Senior Vice President Consumer Saving Group with responsibility for travel, auto and leisure in October 2001; and Executive Vice President of Product Management and New Product Development in December 2003.  From 1990 to 1998 he owned and operated Just for Travel Inc., a business he then sold.

    Mr. Rusin has not served as a Board member for the Company in the past.  There are no other arrangements or understandings between the new director and any other person pursuant to which the new director was appointed to the Board of Directors of the Company.  Furthermore, the new director is not a party to any transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K.  Each of the Company’s non-employee directors receive an annual fee of approximately $56,000 per year, paid $24,000 in cash and approximately $32,000 in equity.  Moreover, each of the Company’s non-employee directors receive $1,000 per Board meeting attended.  Equity compensation is split between options and restricted stock grants.  Pursuant to the Company’s Equity Incentive Plan, each grant of non-qualified stock options is granted at the fair market value of the common stock on the date of grant and vests in four equal annual installments commencing one year from the date of grant.  Each grant of restricted stock is granted at the fair market value of the common stock on the date of grant and vests one year from the date of grant. Additionally, each director is reimbursed for certain out-of-pocket expenses incurred in connection with attendance at Board meetings.

Item 9.01  Financial Statements and Exhibits.

  Exhibit 99.1:  Press Release, dated July 7, 2010.

 
 
 

 

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 hereunto duly authorized.
 
         
   
AMBASSADORS GROUP, INC.
     
Date: July 7, 2010
 
By:
 
 /s/ Jeffrey D. Thomas
 
 
       
Jeffrey D. Thomas
Chief Executive Officer


 
 
 

 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

 
Media Contacts:
Dan Lee, Weber Shandwick: (425) 452-5495; dlee@webershandwick.com
 
 
FOR IMMEDIATE RELEASE

TOM RUSIN, FORMER PRESIDENT AND CEO OF AFFINION GROUP, JOINS AMBASSADORS GROUP BOARD OF DIRECTORS
Global Educational Travel Leader Expands Board with Insights and Experience from Leading Global Customer Engagement Firm

SPOKANE, Wash. – July 7, 2010 – Ambassadors Group, Inc., (NASDAQ: EPAX)-the parent company of People to People Ambassador Programs, World Adventures Unlimited, and BookRags, an educational research website-today announced the expansion of its board of directors with the election of Tom Rusin, former president and CEO of Affinion Group North America of Stamford, CT.

“We look forward to Tom’s contributions as a member of Ambassadors Group’s board of directors,” said Jeff Thomas, President and CEO of Ambassadors Group. “Tom’s expertise in customer engagement solutions to enhance and extend the relationship and loyalty of customers will be valuable in providing additional guidance to Ambassadors Group and its subsidiaries in the years ahead. His specific experience in the travel and leisure markets is an excellent addition to our board.”

“There is so much to be learned from exposure to the world at large.  I am excited to leverage my travel and marketing background to help all students have the priceless learning experience that an Ambassador program can provide,” said Tom Rusin.

Tom Rusin has been affiliated with Affinion Group since 1999, most recently holding the position of President and CEO of North America since 2007.  At Affinion, he was responsible for five North American business units, including the operating of 18 loyalty generating membership programs serving approximately 10 million members; the nation’s largest points and loyalty management company; and a direct marketing services company.  Rusin previously served in a variety of executive capacities within the organization including executive vice president and chief revenue officer, executive vice president of product management and new product development, and was responsible for the full profit and loss management of the travel, auto and leisure products.  Tom has a Bachelor of Science degree in marketing from the University of Connecticut.
 
-more-
 

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About Affinion Group
 
As a global leader with nearly 35 years of experience, Affinion Group (www.affinion.com) enhances the value of its partners' customer relationships by developing and marketing loyalty solutions.  Leveraging its expertise in customer engagement, product development and targeted marketing, Affinion provides programs in subscription-based lifestyle services, personal protection, insurance and other areas to help generate increased customer loyalty and significant incremental revenue for more than 5,500 marketing partners worldwide, including many of the largest and most respected companies in financial services, retail, travel, and Internet commerce.  Based in Stamford, Connecticut, the company has approximately 3,600 employees throughout the United States and 12 other countries, primarily in Europe, and markets in 15 countries globally. Affinion holds the prestigious ISO 27001 certification for the highest information security practices, is PCI compliant and Cybertrust certified. For more company and investor information visit www.affinion.com.
 
About Ambassadors Group

Ambassadors Group, Inc. (NASDAQ: EPAX) is a socially conscious, education company located in Spokane, Washington.  Ambassadors Group is the parent company of People to People Ambassador Programs, World Adventures Unlimited, and BookRags, an educational research website.  The company also oversees the Washington School of World Studies, an accredited travel study and distance learning school. Additional information about Ambassadors Group and subsidiaries is available at www.ambassadorsgroup.com.

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