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):
August 22, 2013
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34283 |
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043837082 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(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):
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 8.01. Other Events.
On August 22, 2013, Rosetta Stone Inc. (the “Company”) announced that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $25 million of its outstanding common stock from time to time in the open market or in privately negotiated transactions depending on market conditions, other corporate considerations, and applicable legal requirements. The Company expects to fund the repurchases through existing cash balances and cash generated from operations. Repurchases will be made in compliance with SEC rules and other legal requirements and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when the Company might otherwise be precluded from doing so. A copy of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1.
The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 22, 2013.
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.
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Date: August 22, 2013 |
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By: |
/s/ Michael C. Wu |
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Name: Michael C. Wu |
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Title: General Counsel and Secretary |
Exhibit 99.1
Rosetta Stone Announces $25 Million Share Repurchase Plan
Program Reflects Company’s Strong Cash Position, Confidence in Long-Term Growth Strategy
ARLINGTON, VA—August 22, 2013—Rosetta Stone Inc. (NYSE:RST) announced today that its Board of Directors has authorized a share repurchase program for up to $25 million of its outstanding common stock over a two-year period.
“This is part of our ongoing strategy to deliver value to our shareholders,” said Steve Swad, President and CEO of Rosetta Stone. “This share buy-back program reflects our confidence in the company’s long-term business strategy and growth plans. Going forward, we expect to fund opportunistic share repurchases through existing cash balances and cash generated from operations, while maintaining ample liquidity to fund operations and pursue selective acquisition opportunities.”
Under the program authorized by its Board of Directors, Rosetta Stone may repurchase shares in the open market or through privately negotiated transactions. The extent to which the company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.
About Rosetta Stone Inc.
Rosetta Stone Inc. provides cutting-edge interactive technology that is changing the way the world learns. The company’s proprietary language-learning techniques—acclaimed for their power to unlock the natural language-learning ability in everyone—are used by schools, businesses, government organizations and millions of individuals around the world. Rosetta Stone offers courses in 30 languages, from the most commonly spoken (like English, Spanish and Mandarin) to the less prominent (including Swahili, Swedish and Tagalog). The company was founded in 1992 on the core beliefs that learning to speak a language should be a natural and instinctive process, and that interactive technology can activate the language immersion method powerfully for learners of any age. In 2013, Rosetta Stone expanded its education-technology offerings with the acquisition of Livemocha and Lexia Learning. Rosetta Stone is based in Arlington, VA, and has offices in Harrisonburg, VA, Boulder, CO, Austin, TX, San Francisco, CA, Seattle, WA, Concord, MA, Tokyo, Seoul, London, Dubai and Sao Paulo.
“Rosetta Stone” is a registered trademark or trademark of Rosetta Stone Ltd. in the United States and other countries.