0001144204-11-060191.txt : 20111031 0001144204-11-060191.hdr.sgml : 20111031 20111031102807 ACCESSION NUMBER: 0001144204-11-060191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111028 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111031 DATE AS OF CHANGE: 20111031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 111166912 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 8-K 1 v238603_8k.htm FORM 8-K Unassociated Document
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):  October 28, 2011
 
Education Management Corporation

(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
001-34466
 
25-1119571
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

210 Sixth Avenue, Pittsburgh, Pennsylvania
 
15222
(Address of principal executive offices)
 
(Zip code)
 
Registrant's telephone number, including area code: (412) 562-0900
 
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.):
 
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 October 28, 2011, Education Management Corporation extended the date through which purchases may occur under its stock repurchase program from December 31, 2011 to June 30, 2012.  A copy of the related press release announcing the extension is attached hereto as an exhibit and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(a)           None.

(b)           None.

(c )           None.

(d)           Exhibits
Exhibit 99.1 Press release dated October 31, 2011
 
 
 

 

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.
 
 
 
EDUCATION MANAGEMENT CORPPORATION
 
       
       
 
By:
/s/ J. Devitt Kramer  
   
J. Devitt Kramer
 
   
Senior Vice President, General Counsel and Secretary
 
       
Dated:  October 31, 2011
 
 
 

 

EXHIBIT INDEX

Exhibit No. 
Description

99.1 
Press release dated October 31, 2011
 
 
 

 
 
EX-99.1 2 v238603_ex99-1.htm EXHIBIT 99.1 Unassociated Document
 
Education Management Corporation Announces Extension of Stock Repurchase Program

PITTSBURGH, Oct. 31, 2011 /PRNewswire/ -- Education Management Corporation (Nasdaq: EDMC) (the "Company"), one of the largest providers of post-secondary education in North America, announced that its Board of Directors has extended the deadline for purchases under its stock repurchase program from December 31, 2011 to June 30, 2012. The Company announced the stock repurchase program on June 11, 2010 and repurchased 15.8 million shares at a cost of $274.2 million through September 30, 2011.  Under the terms of the stock repurchase program, the Company is authorized to spend up to $325.0 million to repurchase shares of common stock.

Under the terms of the stock repurchase program, the Company may repurchase its common stock from time to time, in amounts, at prices and at such times as it deems appropriate, all subject to market conditions and other considerations. The program permits the Company to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. The Company may adopt a 10b5-1 Plan to permit repurchases during the time when the Company's insider trading policy would not allow for the direct purchase of shares by the Company.

The program does not obligate the Company to acquire any particular amount of common stock, and the program may be modified or suspended at any time at the Company's discretion. Repurchases under the program are funded from available cash on hand.

About Education Management
Education Management (www.edmc.edu), with approximately 151,200 students as of October 2011, is among the largest providers of post-secondary education in North America, based on student enrollment and revenue, with a total of 106 locations in 32 U.S. states and Canada. We offer academic programs to our students through campus-based and online instruction, or through a combination of both. We are committed to offering quality academic programs and continuously strive to improve the learning experience for our students. Our educational institutions offer students the opportunity to earn undergraduate and graduate degrees and certain specialized non-degree diplomas in a broad range of disciplines, including design, media arts, health sciences, psychology and behavioral sciences, culinary, fashion, business, education, legal and information technology.

Cautionary Statement
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain words such as "anticipates," "believes," "estimates," "expects," "intends" or similar words indicating that future outcomes are not known with certainty and are subject to risk factors that could cause these outcomes to differ significantly from those projected. Forward-looking statements include, but are not limited to, statements related to the Company's future operating and financial performance, and include statements regarding expected enrollment, revenue, expense levels, capital expenditures and earnings. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Cautionary statements identifying certain factors, but not all factors, that could cause or contribute to such differences include those matters disclosed in the Company's Securities and Exchange Commission filings. Past results of Education Management are not necessarily indicative of its future results. Education Management does not undertake any obligation to update any forward-looking statements.

COMPANY CONTACT:
James Sober, CFA
Vice President, Finance
(412) 995-7684