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 2, 2014
Greenwood Hall, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-184796 | 99-0376273 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1936 East Deere Avenue, Suite 120, Santa Ana, California | 92705 | |
| (Address of principal executive offices) | (Zip Code) |
(949) 655-5000
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2014, the Board of Directors of Greenwood Hall, Inc. (the “Company”) appointed Jonathan Newcomb to serve as a Director of the Company. As compensation for his service as a Director, the Company will issue Mr. Newcomb the option to purchase 150,000 shares of the Company’s common stock in connection with his initial election to the Board of Directors. Mr. Newcomb will also automatically receive options to purchase 150,000 shares of the Company’s common stock on the date of each annual stockholder meeting at which he is re-elected.
Mr. Newcomb’s options will vest in full on the first anniversary of the date of grant. Mr. Newcomb’s options will be issued subject to the Company’s 2014 Stock Plan (the “Plan”) and any subsequent plan adopted by the Company. The exercise price of the options shall be the fair market value of a share of the Company’s common stock, as defined in the Plan, on the effective date of each grant of options.
As additional compensation for his service as a Director, the Company will pay Mr. Newcomb $1,000 per meeting for up to four meetings per year.
A copy of the press release announcing Mr. Newcomb’s appointment is attached as an Exhibit to this report and incorporated herein by reference
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release announcing appointment of Jonathan Newcomb. |
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.
| GREENWOOD HALL, INC. | ||
| Date: December 8, 2014 | ||
| By: | /s/ John Hall | |
| Name: John Hall | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Greenwood Hall Appoints Former Simon & Schuster Chairman to Board of Directors
— Addition of Veteran Finance, Education and Publishing Executive Jonathan Newcomb Increases Greenwood Hall’s Board to Seven Members —
SANTA ANA, Calif., December 2, 2014 – Greenwood Hall Inc. (OTCBB: ELRN), an emerging cloud-based education management solutions provider, today announced that Jonathan Newcomb, 68, has been appointed to the company’s board of directors.
“We are pleased to welcome an executive of Jon Newcomb’s caliber to our board,” said Dr. John Hall, Ed.D., CEO of Greenwood Hall. “Jon’s more than 40 years of hands-on leadership experience in the financial, education and publishing industries, make him a valued addition to our board of directors.”
“This is an exciting time for Greenwood Hall, as John and his team execute on a strategic growth plan to deliver end-to-end student engagement and technology solutions that help colleges create better student outcomes,” said Newcomb. “I’m delighted to be joining the board and look forward to working with my fellow directors and the management team to create long-term value for Greenwood Hall’s shareholders.”
Newcomb is a managing director at Berenson & Company, LLC, a New York advisory and investment firm. Previously, he served as CEO of Cambium Learning, an educational services company based in Boston that was sold to private equity firm Veronis Suhler in 2008. From 1994 through 2002, Newcomb was chairman and chief executive officer of Simon & Schuster, at the time America’s largest educational, reference, professional and trade publisher. Prior to that, he was president and COO of Simon & Schuster. He also served as president of McGraw-Hill’s Financial and Economic Information Group, which included the businesses of Standard & Poor’s and Data Resources Inc. Newcomb began his career with the Dun & Bradstreet Corporation.
Newcomb currently sits on the boards of United Business Media, Journal Communications and LearningExpress, LLC. He is a past member of the board of trustees of Dartmouth College, and also currently sits on the boards of the Columbia University School of Business and New School University in New York City. He holds a Bachelor’s Degree in economics from Dartmouth College and an MBA in finance from Columbia Graduate School of Business. Publications.
About Greenwood Hall
Greenwood Hall is an emerging cloud-based education management solutions provider that delivers end-to-end services for the entire student lifecycle, including offerings that increase student enrollment, improve student experiences, and help schools maximize operating efficiencies. Since 2006, Greenwood Hall has developed customized turnkey solutions that combine strategy, people, proven processes and robust technology, to help schools effectively and efficiently improve student outcomes, as well as increase revenues and expand into new marketing channels, such as online learning. Greenwood Hall has served more than 40 education clients and over 70 degree programs. For more information, visit http://www.greenwoodhall.com, follow us on Twitter @GreenwoodHall and Facebook at http://www.facebook.com/GreenwoodandHall.
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Financial Profiles, Inc.
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