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): September 6, 2022

SCHOLASTIC CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-19860	13-3385513
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

557 BROADWAY, NEW YORK, NEW YORK	10012
(Address of Principal Executive Offices)	(Zip Code)

(212) 343-6100

(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:

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

☐ Soliciting material pursuant to Rule 14a-12(b) 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	SCHL	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On September 6, 2022, the Company issued a press release announcing the acquisition of Learning Ovations, Inc., an education technology enterprise, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)    Not applicable

(b)    Not applicable

(c)    Not applicable

(d)    The following exhibits are filed as part of this report:

99.1	Press release of the Company dated September 6, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document.)

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: September 6, 2022	SCHOLASTIC CORPORATION
	By:	/s/ Andrew S. Hedden
	Name:	Andrew S. Hedden
	Title:	Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

Scholastic Acquires Learning Ovations, Creator of A2i Literacy Assessment and Instructional System

Acquisition significantly advances Scholastic’s literacy platform, integrating assessments, data-driven learning and professional learning with Scholastic’s broad portfolio of digital and blended children’s content and instructional resources

Provides educators with proven screening, data-driven guidance for instructional planning and research-driven professional learning, aligned to the Science of Reading

Technology-based system proven to raise students’ literacy outcomes in grades preK-3, backed by ESSA Tier 1 (strongest) evidence of efficacy

New York, NY – September 6, 2022 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, announced today that it has acquired Learning Ovations, the creator of A2i (“Assessment to Instruction”), a literacy screening, progress monitoring assessment and instructional planning system for classrooms and community organizations. The addition of A2i and the Learning Ovations team will significantly advance the development of Scholastic Education Solutions’ literacy platform, which integrates screening and progress monitoring assessments, data-driven instructional planning and professional learning with Scholastic’s bestselling books and e-books, print and technology-based learning programs, and other products and services that support children’s learning and literacy, both in school and at home. The terms of the transaction were not disclosed.

A2i is backed by over 12 years of rigorous research and more than 2,000 hours of classroom observation by the late Dr. Carol Connor and collaborators at Florida Center for Reading Research (FCRR) and University of California, Irvine. Its robust efficacy has earned A2i the highest efficacy rating possible under the Every Student Succeeds Act (ESSA), is considered a “Tier 1” by the Institute of Education Science, and meets all What Works Clearinghouse standards. The system provides educators with easy-to-administer, data-driven guidance for instructional planning for both small-group and individualized learning in comprehension and decoding. The program embeds highly-effective teaching practices aligned to the Science of Reading, which are supported with robust, virtual professional development. With direct connections to hundreds of thousands of resources that address essential reading skills, soon to include Scholastic’s unique instructional and curricular resources, the technology’s research-validated and patented algorithms generate unique and differentiated learning pathways, customized to match the reading needs of individual students.

“Carol Connor was a teachers’ teacher, dedicated both to helping every child learn to read – regardless of background, disadvantage or learning challenge – and to supporting teachers with tools that are both deeply rigorous and easy to use,” said Rose Else-Mitchell, Executive Vice President, President, Scholastic Education Solutions. “We are committed to those same values of equity, engagement and effectiveness at Scholastic. We feel privileged to continue Carol’s work and welcome the mission-aligned Learning Ovations team of researchers, practitioners and technologists to Scholastic, as we continue to advance our mission to help kids learn to read, read to learn, and discover the joy in reading.”

The integration of Learning Ovations technology and team advances Scholastic’s literacy platform, in service to Scholastic’s ultimate mission – to get kids reading successfully – which has never been more important than today, after the COVID years of disrupted reading instruction. As schools and districts currently implementing A2i continue to make progress against learning outcomes, the integrated Scholastic Education Solutions team will work over the course of this next year to bring the combined strengths of this acquisition to their shared school and district partners.

###

About Scholastic

For more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been encouraging the personal and intellectual growth of all children, beginning with literacy. Having earned a reputation as a trusted partner to educators and families, Scholastic is the world’s largest publisher and distributor of children’s books, a leading provider of literacy curriculum, professional services, and classroom magazines, and a producer of educational and entertaining children’s media. The Company creates and distributes bestselling books and e-books, print and technology-based learning programs for pre-K to grade 12, and other products and services that support children’s learning and literacy, both in school and at home. With 15 international operations and exports to 165 countries, Scholastic makes quality, affordable books available to all children around the world through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online. Learn more at www.scholastic.com.

Contact: Scholastic Corporation

Media: Anne Sparkman, (212) 343-6657, asparkman@scholastic.com

Investors: Scholastic Investor Relations, investor_relations@scholastic.com

XML

Document and Entity Information	Sep. 06, 2022
Cover [Abstract]
Entity Registrant Name	SCHOLASTIC CORP
Entity Incorporation State Country Code	DE
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0000866729
Document Type	8-K
Document Period End Date	Sep. 06, 2022
Entity File Number	000-19860
Entity Tax Identification Number	13-3385513
Entity Address, Address Line One	557 BROADWAY
Entity Address, City or Town	NEW YORK
Entity Address, Postal Zip Code	10012
City Area Code	(212)
Local Phone Number	343-6100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	SCHL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false