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):

April 15, 2015

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)

703-387-5800

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

(d)  On April 13, 2015, the Board of Directors of Rosetta Stone Inc. (the "Company") unanimously voted to increase the size of its Board to nine members and appointed David Nierenberg as a director effective April 15, 2015. Mr. Nierenberg was assigned to Class I of Rosetta Stone’s classified board.  The next election of Class I directors will be at the 2016 annual meeting of the Company’s stockholders.

Mr. Nierenberg is the President of Nierenberg Investment Management Company, Inc. and Nierenberg Investment Management Offshore, Inc., each of which serves as the general partner of several investment funds (the "Funds") that own shares of Rosetta Stone common stock ("Shares"). The Funds in the aggregate beneficially own 1,513,795 shares, constituting approximately 7.0% of the outstanding Shares.

As a director, Mr. Nierenberg will participate in the standard non-employee director compensation arrangements described on pages 13 through 14 of the Company’s 2014 Proxy Statement filed with the Securities and Exchange Commission on April 10, 2014, except that the annual grant of equity for non-employee directors was increased in May 2014 to an annual grant of equity with a fair market value as of the date of grant of $110,000 comprising the equivalent to $55,000 in restricted stock units and $55,000 in stock options, subject to the terms of the 2009 Omnibus Incentive Plan, as amended, and the applicable form of award agreement. Mr. Nierenberg's award will be pro-rated for services to be rendered through the Company’s 2015 Annual Meeting of Stockholders.  Pursuant to the terms of the partnership agreements governing the Funds, all compensation payable by the Company to Mr. Nierenberg is required to be assigned to the Funds. Mr. Nierenberg also will receive the same indemnification as the Company’s other non-employee directors, pursuant to an agreement in the form of that filed as an exhibit to the Company's Registration Statement on Form S-1, as amended (File No. 333-153632).

At the time of this filing, the Company expects that Mr. Nierenberg will be named to one or more committees of the Board of Directors, but has not made a determination as to which, if any, committees Mr. Nierenberg is to be named.

There are no transactions reportable under Regulation S-K Item 404(a).

A copy of the press release in which his appointment was announced is attached hereto as Exhibit 99.1 to this report.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release dated April 16, 2015.

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: April 16, 2015		ROSETTA STONE INC.
	By:	/s/ Sonia G. Cudd
		Name:	Sonia G. Cudd
		Title:	General Counsel and Secretary

EXHIBIT INDEX

Exhibit  No.	Description
99.1	Press Release dated April 16, 2015

EX-99.1

Exhibit 99.1

Rosetta Stone Appoints David Nierenberg to Board of Directors

ARLINGTON, VA - April 16, 2015 -Rosetta Stone Inc. (NYSE:RST), a world leader in technology-based learning solutions, today announced that David Nierenberg, Founder and President of Nierenberg Investment Management Company (NIMCO), has been elected to Rosetta Stone’s Board of Directors. A full-time, professional investor in public and private equity since 1985, Mr. Nierenberg has served on private, profit, and not-for-profit boards for over 30 years.

NIMCO manages The D³ Family Funds, a family of investment partnerships seeking long term capital gain through investment in a concentrated portfolio of large block holdings in undervalued micro-cap public equities. NIMCO is a current shareholder of Rosetta Stone owning approximately 1.51 million shares constituting 7% of the Company’s outstanding stock. Before founding NIMCO in 1996, Mr. Nierenberg was a General Partner of Trinity Ventures’ first four venture capital partnerships where he invested in financial services, healthcare and other sectors.

“David's years of experience in helping companies bring their strategic vision to life across various industries will add a valuable perspective to our board," said John Hass, Interim President and CEO of Rosetta Stone.  “His decades of involvement in private and public education, coupled with his business and investor background will help us continue to drive our business forward.  We welcome him to the Board at this important time for our company and look forward to benefitting from his expertise and counsel.”

“I’m excited to be joining the board at a time when Rosetta Stone has recently announced the acceleration of its strategy and reorganization to focus on the E&E segment,” said Mr. Nierenberg. “I look forward to working with the Board and Rosetta Stone management to better serve customers, provide employees a rewarding place to work and produce attractive returns for our stakeholders.”

Mr. Nierenberg currently serves as director of Electro Scientific Industries (ESIO), Kuni Automotive, Inc., the Community Foundation of Southwest Washington and Whitman College. He also serves on the Washington State Investment Board, which oversees over $100 billion of public employee retirement and other funds. Additionally, Mr. Nierenberg is co-chair of The Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and is a member of the International Research Advisory Board for Glass-Lewis & Company.

Mr. Nierenberg received his B.A. with Distinction in History, summa cum laude, Phi Beta Kappa from Yale College in 1975, and his J.D. from Yale Law School in 1978. From 1978 - 1985 he worked at

Bain & Company in San Francisco, Boston, and London. He managed Bain’s Western U.S. healthcare and banking practices and was a partner in the firm from 1982 - 1985. Mr. Nierenberg was a director of PeaceHealth Southwest Medical Center from 1997 - 2009, director emeritus from 2009 - 2014, Vice Chair of its board from 2002 - 2008, and co-chaired its $50 million capital campaign.

About Rosetta Stone

Rosetta Stone Inc. (NYSE: RST) is dedicated to changing the way the world learns. The Company's innovative technology-driven language, reading and brain-fitness solutions are used by thousands of schools, businesses, government organizations and millions of individuals around the world. Founded in 1992, Rosetta Stone pioneered the use of interactive software to accelerate language learning. Today the

Company offers courses in 30 languages, from the most commonly spoken (such as English, Spanish and Mandarin) to the less prominent (including Swahili, Swedish and Tagalog). Rosetta Stone has expanded beyond language and deeper into education-technology with its acquisitions of Livemocha, Lexia Learning, Vivity Labs, and Tell Me More. Rosetta Stone is based in Arlington, VA, and has offices around the world. For more information, visit www.rosettastone.com.

"Rosetta Stone" is a registered trademark or trademark of Rosetta Stone Ltd. in the United States and other countries.

Investors:

Frank Milano

ir@rosettastone.com

703-387-5876

Media Contact:

Michelle Alvarez

malvarez@rosettastone.com

703-387-5862