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
May
14, 2012
(Date
of earliest event reported)
American Public Education, Inc. |
||
(Exact Name of Registrant as Specified in its Charter) |
DELAWARE |
001-33810 |
01-0724376 |
||||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
111 WEST CONGRESS STREET, |
25414 |
304-724-3700 |
||
(Address of principal executive offices) |
(Zip Code) |
(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))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 8 – Other Events
Item 8.01. Other Events.
On May 14, 2012, American Public Education, Inc. (the “Company”) announced that its Board of Directors has authorized a program to repurchase up to $20 million of shares of the Company's common stock. Subject to market conditions, applicable legal requirements and other factors, the repurchases may be made in open market transactions or privately negotiated transactions. The authorization does not obligate the Company to acquire any shares, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate. As of March 31, 2012 there were approximately 18.2 million diluted shares outstanding of the Company’s common stock. The Company’s press release announcing the repurchase program is attached as Exhibit 99.1.
Section 9 – Financial Statements and Other Exhibits
Item
9.01. Financial Statements and Exhibits.
99.1 Press Release of American Public Education, Inc. dated May 14, 2012
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.
AMERICAN PUBLIC EDUCATION, INC. |
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|
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Date: |
May 14, 2012 |
By: /s/ Harry T. Wilkins |
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Harry T. Wilkins |
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|
Executive Vice President and Chief Financial |
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Officer |
EXHIBIT INDEX
99.1 |
Press Release of American Public Education, Inc. dated May 14, 2012 |
3
Exhibit 99.1
American Public Education Announces Share Repurchase Program
CHARLES TOWN, W. Va.--(BUSINESS WIRE)--May 14, 2012--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS), which operates through American Military University (AMU) and American Public University (APU) – announces that its Board of Directors has authorized a program to repurchase up to $20 million worth of shares of the Company's common stock. Subject to market conditions, applicable legal requirements and other factors, the repurchases may be made in open market transactions or privately negotiated transactions. The authorization does not obligate the Company to acquire any shares, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate. As of March 31, 2012 there were approximately 18.2 million diluted shares outstanding of American Public Education common stock.
American Public Education, Inc.
American Public Education, Inc. (NASDAQ: APEI) is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, operates through American Military University (AMU) and American Public University (APU). APUS serves more than 119,000 adult learners worldwide and offers 87 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts. Nationally recognized for its best practices in online higher education, APUS provides an affordable education through classes taught by experienced faculty who are committed to the academic achievement of their students.
American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (www.ncahlc.org). For more information about APUS graduation rates, median debt of students who completed programs, and other important information, visit www.apus.edu/disclosure.
Forward Looking Statements
Statements made in this press release regarding American Public Education, Inc., or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education, Inc. and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forward-looking statements include, without limitation, statements regarding expected growth, expected revenues and expected earnings. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, Form 10-Q for the quarter ended March 31, 2012, and other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
CONTACT:
American Public Education, Inc.
Harry T. Wilkins, CPA
Executive
Vice President and Chief Financial Officer
304-724-3722
or
Christopher
L. Symanoskie
Associate Vice President, Investor Relations
703-334-3880