8-K

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 9, 2012

AMBASSADORS GROUP, INC.

Delaware	No. 0-33347	91-1957010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Dwight D. Eisenhower Building, 2001 S 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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 1.01.

Item 2.03  Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 2.03.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, at the Annual Meeting of Stockholders of Ambassadors Group, Inc. (the “Corporation”), which was held on June 7, 2012, the stockholders of the Corporation approved an advisory vote to declassify the Board of Directors (the “Board”) of the Corporation.

On July 9, 2012, the Board unanimously approved an amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate Amendment”) and an amendment to the Bylaws of the Corporation (the “Bylaws Amendment”, and together with the Certificate Amendment, collectively, the “Amendments”) to declassify the Board, subject to, and effective upon, the approval by the Corporation’s stockholders of the Certificate Amendment at the 2013 Annual Meeting of Stockholders of the Corporation (the “2013 Meeting”).

Currently, the Board is divided into three classes and each director is elected for a three-year term. If the stockholders of the Corporation approve the Certificate Amendment at the 2013 Meeting, upon filing the Certificate Amendment with the Delaware Secretary of State, the Board will be declassified and all of the directors of the Corporation will be of one class and will be elected at least annually, beginning with the 2013 Meeting.

In connection with the proposed declassification of the Board, on July 9, 2012, each of the Class II directors, James M. Kalustian, Lisa Rapuano and Timothy M. Walsh, whose terms are scheduled to expire in 2015, and each of the Class III directors, Daniel G. Byrne, Nilofer Merchant and Peter H. Kamin, whose terms are scheduled to expire in 2014, tendered his or her resignation as a director of the Corporation, to be effective upon the approval of the Certificate Amendment by the stockholders of the Corporation at the 2013 Meeting (the “Resignations”).

In addition, on July 9, 2012, that certain Cooperation Agreement, dated as of May 7, 2012, by and among the Corporation, Lane Five Partners LP, certain of its affiliates, Lisa O’Dell Rapuano, Peter H. Kamin and certain other parties, was amended to conform to the proposed declassification of the Board, effective upon the approval of the Certificate Amendment by the stockholders of the Corporation at the 2013 Meeting (the “Cooperation Agreement Amendment”).

In the event the stockholders of the Corporation do not approve the Certificate Amendment at the 2013 Meeting, the Amendments, the Resignations and the Cooperation Agreement Amendment will be deemed null and void with no force or effect.

The foregoing descriptions of the Certificate Amendment, the Bylaws Amendment and the Cooperation Agreement Amendment do not purport to be complete and are qualified in their entirety by the full text of such documents, forms of which are attached as Exhibits 3.1, 3.2 and 10.1, respectively, to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ambassadors Group, Inc.
3.2	Certificate of Amendment of By-Laws of Ambassadors Group, Inc.
10.1	Amendment to Cooperation Agreement, dated July 9, 2012, among Ambassadors Group,  Inc., Lane Five Partners LP, Lane Five Capital Management LP, Lane Five Capital Management, LLC, Lane Five Partners GP LLC, Lisa O’Dell Rapuano, 3K Limited Partnership and Peter H. Kamin.

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 9, 2012	By:	/s/Anthony F. Dombrowik
		Anthony F. Dombrowik Senior Vice President, Chief Financial Officer (Principal financial officer)

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ambassadors Group, Inc.
3.2	Certificate of Amendment of By-Laws of Ambassadors Group, Inc.
10.1	Amendment to Cooperation Agreement, dated July 9, 2012, among Ambassadors Group,  Inc., Lane Five Partners LP, Lane Five Capital Management LP, Lane Five Capital Management, LLC, Lane Five Partners GP LLC, Lisa O’Dell Rapuano, 3K Limited Partnership and Peter H. Kamin.

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AMBASSADORS GROUP, INC.

Jeffrey D. Thomas certifies that:

1. He is the President of Ambassadors Group, Inc., a Delaware corporation.

2. At a meeting of the Board of Directors of this corporation resolutions were duly adopted proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of this corporation:

Article VI of the Amended and Restated Certificate of Incorporation of this corporation is amended in its entirety to read as follows:

“ARTICLE VI

All of the directors of the Corporation shall be of one class and shall be elected at least annually. Each director shall serve for a term ending at the next following annual meeting of stockholders, and until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal. Should a vacancy occur or be created, the remaining directors (even though less than a quorum) may fill the vacancy, and the director so chosen shall serve for a term expiring at the next following annual meeting of stockholders, and until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.”

3. An annual meeting of the stockholders was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the aforesaid amendment.

4. The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed as of ______ __, 2013.

AMBASSADORS GROUP, INC.
By:
Name:	Jeffrey D. Thomas
Title:	President

EX-3.2

EXHIBIT 3.2

CERTIFICATE OF AMENDMENT

OF

BY-LAWS

OF

AMBASSADORS GROUP, INC.

Anthony F. Dombrowik certifies that:

1. He is the Secretary of Ambassadors Group, Inc., a Delaware corporation.

2. At a meeting of the Board of Directors of this corporation resolutions were duly adopted to amend the By-Laws of this corporation as follows:

Sections 1 and 2 of Article II of the By-Laws of this corporation are amended in their entirety to read as follows:

    “Section 1. Number, Election and Term of Directors.

Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. All of the directors of the Corporation shall be of one class and shall be elected at least annually. Each director shall serve for a term ending at the next following annual meeting of stockholders, and until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.

Section 2. Newly Created Directorships and Vacancies.

Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at the next following annual meeting of stockholders, and until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal.”

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed as of ______ __, 2013.

AMBASSADORS GROUP, INC.
By:
Name:	Anthony F. Dombrowik
Title:	Secretary

EX-10.1

EXHIBIT 10.1

Ambassadors Group, Inc.

2001 South Flint Road

Spokane, WA 99224

July 9, 2012

Lane Five Capital Management, LLC

1122 Kenilworth Drive, Suite 313

Towson, Maryland 21204

Attention:  Lisa O’Del Rapuano

3K Limited Partnership

20 Custom House Street, Suite 610

Boston, Massachusetts 02110

Attention:  Peter H. Kamin

Re:  Amendment to Cooperation Agreement

This letter constitutes an amendment (this “Amendment”) to that certain Cooperation Agreement entered into on or about May 7, 2012 (the “Cooperation Agreement”), between Ambassadors Group, Inc., a Delaware corporation (the “Company”), on the one hand, and Lane Five Partners LP, a Delaware limited partnership (the “Fund”), Lane Five Capital Management LP, a Delaware limited partnership (the “Investment Manager”), Lane Five Capital Management, LLC, a Maryland limited liability company (“IM GP”), Lane Five Partners GP LLC, a Delaware limited liability company (the “General Partner”), Lisa O’Dell Rapuano, a natural person (“Ms. Rapuano” and, together with the Fund, the Investment Manager, IM GP and the General Partner, “Lane Five Parties”), 3K Limited Partnership, a Delaware limited partnership (“3K”) and Peter H. Kamin, a natural person (“Mr. Kamin” and together with 3K, the “Kamin Parties”), on the other hand.  This Amendment will take effect only if, and as of the time, the stockholders of the Company approve at the 2013 Annual Meeting an amendment to the Company’s Certificate of Incorporation destaggering its Board of Directors.  Absent such approval, this Amendment will be null, void and terminated.

1.Section 1 of the Cooperation Agreement is hereby amended by changing the year “2014” in the last sentence of Section 1 to the year “2013”.

2.The following sentence shall be added to the end of Section 2:  “The Company shall determine whether it will recommend Ms. Rapuano for election to the Board at the 2013 Annual Meeting in accordance with the same standards and practices that apply to all other Board members being considered for election at such meeting.”

3.Except as specifically provided for in this Amendment, all of the terms and conditions of the Cooperation Agreement shall remain in full force and effect.

4.This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.

[Remainder of page intentionally blank; signature pages follow]

If the terms of this Amendment are in accordance with your understandings, please sign and return an executed counterpart of this Amendment, whereupon this Amendment shall constitute a binding agreement among us.

.

AMBASSADORS GROUP, INC.

 By:  

 Name: 

 Title:

Accepted and agreed to as of the first date of the first page hereof:

LANE FIVE CAPITAL MANAGEMENT, LLC

By: _____________________                                                               

Name:  __________________                                                              

Title: ____________________                                                                

LANE FIVE CAPITAL MANAGEMENT LP

By: ____________________                                                                

Name: __________________                                                            

Title:___________________                                                                

LANE FIVE PARTNERS LP

By:_____________________                                                                

Name: __________________                                                               

Title: ___________________                                                                

LANE FIVE PARTNERS GP LLC

By: ____________________                                                              

Name: __________________                                                                

Title: ___________________                                                                

Lisa O’Dell Rapuano

By:_____________________                                                               

Peter H. Kamin

By:_____________________                                                               

3K LIMITED PARTNERSHIP

By: ____________________                                                               

Name: __________________