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): December 7, 2009

Rosetta Stone Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34283	043837082
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1919 North Lynn St., 7th Fl., Arlington, Virginia 22209

(Address of principal executive offices, including zip code)

800-788-0822

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

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

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

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

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

Item 5.02. Election of Director.

On December 7, 2009, Rosetta Stone Inc.’s Board of Directors unanimously voted to increase the size of its board to eight members and elected Theodore (“Ted”) J. Leonsis as a director.  Mr. Leonsis also has been elected to the Board’s Compensation and Corporate Governance and Nominating Committees.  Mr. Leonsis will serve as a Class II director on Rosetta Stone’s classified board.  The next election of Class II directors will be at the 2011 annual meeting of Rosetta Stone’s stockholders.

As a director, Mr. Leonsis will be eligible to participate on a pro rata basis in the compensation plan established for Rosetta Stone’s directors which is summarized below:

·Annual Board of Directors retainer paid in cash or equity (at the choice of the director) in the amount of $35,000.

·Annual committee chair retainers in the amount of $20,000 for Audit Committee chair and $15,000 for Compensation Committee and Corporate Governance and Nominating Committee chairs.

·Annual committee member retainers in the amount of $10,000 for Audit Committee members and $7,500 for Compensation Committee and Corporate Governance and Nominating Committee members.

·Any special committees formed will follow the compensation policies for the Compensation Committee and Corporate Governance and Nominating Committee.

·Directors will receive $1,250 for each board meeting in excess of 8 per year that last more than one hour.

·Directors will receive $1,250 for each committee meeting in excess of 10 per year that last more than one hour.

·Annual grants of equity in the amount of $60,000 comprised of 50% stock options and 50% restricted stock units.  Options would vest quarterly over one year and restricted stock units vest upon grant and are deferred until termination of service on the Board of Directors.

·Directors are encouraged to accumulate stock ownership equal to 3 times the annual retainer within three years.

A copy of the press release in which Mr. Leonsis’ election was announced is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release dated December 7, 2009.

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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.

Date:December 8, 2009
	By:	/s/ Michael C. Wu
		Name:	Michael C. Wu
		Title:	General Counsel and Secretary

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EXHIBIT INDEX

Exhibit  No.	Description
99.1	Press Release, dated December 7, 2009

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Rosetta Stone Elects Ted Leonsis to Board of Directors

Arlington, VA (December 7, 2009) — Rosetta Stone Inc. (NYSE:RST), a leading provider of technology-based language learning solutions, announced today the appointment of Theodore (“Ted”) J. Leonsis as an independent director to the company’s Board of Directors.  Leonsis, Vice Chairman Emeritus at AOL, is an accomplished entrepreneur and pioneer in the Internet industry.  With Leonsis’ election, the Rosetta Stone board has 8 members of which 7 are independent, outside directors.

“We are pleased to have one of the nation’s premier businessmen, Ted Leonsis, join our board of directors,” said Tom Adams, Rosetta Stone CEO. “His deep understanding of the Internet industry and exceptional business sense will guide Rosetta Stone’s growth in the U.S. and abroad as we continue to change the way the world learns languages.”

“I am excited to join this talented board of directors and believe that Rosetta Stone is well positioned for future growth with its disruptive value proposition,” said Ted Leonsis, “Rosetta Stone takes an innovative approach to language learning that has helped customers around the world learn a new language.  I look forward to working with this experienced and knowledgeable board and management team as the company continues to scale its business.”

During his 14-year tenure at AOL, Leonsis served as vice chairman and president.  Following his retirement from AOL, Leonsis founded and launched SnagFilms, a Web 2.0 company that distributes documentaries to a global audience online.  Leonsis is also the founder majority owner of Lincoln Holdings LLC, a sports and entertainment company with 100 percent ownership rights of the NHL’s Washington Capitals, WNBA’s Washington Mystics and approximately 44 percent of Washington Sports and Entertainment Limited Partnership (WSELP), an organization that owns multiple franchises and facilities in the Washington D.C.-area, including the NBA’s Washington Wizards and the Verizon Center.

Leonsis also serves on the board of NutriSystem, and has investments in and/or sits on the board of directors of several private companies.  He is an angel investor, major shareholder and chairman of Revolution Money, which recently announced that it had agreed to be acquired by American Express Company.   A committed philanthropist, Leonsis is involved with numerous charities, including Best Buddies, Hoop Dreams, See Forever Foundation and YouthAIDS through the work of the Leonsis Foundation.  Leonsis is a graduate of Georgetown University and serves as a member of its board of directors.

For more information please visit pr.rosettastone.com.

About Rosetta Stone

Rosetta Stone Inc. is changing the way the world learns languages. Rosetta Stone provides interactive solutions that are acclaimed for the speed and power to unlock the natural language-learning ability in everyone. Available in more than 30 languages, Rosetta Stone language-learning solutions are used by schools, organizations and millions of individuals in over 150 countries throughout the world. The company was founded in 1992 on the core beliefs that learning a language should be natural and instinctive and that interactive technology can replicate

and activate the immersion method powerfully for learners of any age. The company is based in Arlington, Va. For more information, visit RosettaStone.com.

Media Contact:

Reilly Brennan

703.387.5863

rbrennan@rosettastone.com

Investor Contact:

Christopher Martin

cmartin@rosettastone.com

703.387.5927

“Rosetta Stone” is a registered trademark of Rosetta Stone Ltd.