-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWfZPUg88IjNpAucW5RBNcxEDlqdkOUifiUpH4gR0P2h1J1r1uXtW3Iybuh3hUdj fDc/dTBMQVJcNczcFgzyUw== 0001104659-05-044445.txt : 20050916 0001104659-05-044445.hdr.sgml : 20050916 20050916112257 ACCESSION NUMBER: 0001104659-05-044445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050914 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 051088114 BUSINESS ADDRESS: STREET 1: 1001 FLEET STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 1001 FLEET STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 8-K 1 a05-16289_18k.htm 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 14, 2005

 

LAUREATE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

000-22844

 

52-1492296

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

1001 Fleet Street, Baltimore, Maryland

 

21202

(Address of principal executive offices)

 

(ZIP Code)

 

Registrant’s telephone number, including area code:   (410) 843-6100

 

 

(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:

 

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 1.01.  Entry into a Material Definitive Agreement

 

The information required by this Item 1.01 with respect to our agreement with Ms. Mecca is incorporated herein by reference to Item 5.02 below.

 

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

Departure of Sean R. Creamer

 

(b)   Sean R. Creamer, our Senior Vice President and Chief Financial Officer, resigned effective September 14, 2005.  As reported on a prior Form 8-K, Mr. Creamer indicated an intention to resign several weeks ago but agreed to remain with us during the recruitment of his successor.  Mr. Creamer will be paid a severance payment equal to one year of his base compensation of $335,000.00.

 

Mr. Creamer will be serving as a trustee on the Board of Trustees of Walden University beginning October 1, 2005.

 

Appointment of Rosemarie Mecca

 

(c)   Our Board of Directors has approved the appointment of Rosemarie Mecca to the position of Executive Vice President and Chief Financial Officer.  Ms. Mecca’s appointment is effective October 1, 2005.

 

Ms. Mecca (50), comes to us from Shell Chemicals, where she was appointed Executive Vice President Business Systems in January of 2005.  Ms. Mecca joined Shell in August of 2001 as Executive Vice President Finance and Business Systems.  Prior to that, Ms. Mecca was the Vice President and general Manger of Honeywell Hardware Product Group, a group of Honeywell International Inc. and various positions with Allied Signal, Inc. which was acquired by Honeywell, for 18 years.  She has been  responsible over her career for marketing, finance, sales, human resources and information technology.

 

Shell Chemicals is a group of 70 companies engaged in the chemicals business, with a multibillion dollar turnover and major manufacturing facilities around the world.   Honeywell International is a $26 billion technology company providing aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty materials.  Neither Shell Chemicals nor Honeywell International is affiliated with Laureate.  We do not know of any family relationship between Ms. Mecca and any of our Directors or executive officers.

 

A copy of the press release issued by Laureate on September 16, 2005 announcing the departure of Mr. Creamer and the appointment of Ms. Mecca is attached as Exhibit 99.01 to this Current Report on Form 8-K.

 

Employment Agreement

 

On September 14, 2005 we entered into an employment agreement with Ms. Mecca.  It provides vacation, leave, retirement, life insurance, and health and similar benefits commensurate with those available to our executives generally.  Ms. Mecca will be entitled to participate in equity and cash incentive compensation plans as available to our senior officers generally.   Ms. Mecca is also entitled to relocation expenses.  Ms. Mecca’s employment agreement is attached as Exhibit 10.01 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Cash Compensation

Ms. Mecca will receive an annual base salary of $460,000, and will be eligible for an annual target bonus of 75% of her base salary based on both corporate and personal performance.  We have agreed that Ms. Mecca will receive at least $380,000 in bonus for 2005, to be reduced by certain amounts paid by her former employer.  In addition, Ms. Mecca will be eligible to participate in a three-year cash incentive

 

2



 

plan based on performance, with targets similar to those set by the Compensation Committee of our Board of Directors for our other senior officers.

 

Equity Compensation

The employment agreement provides that in December 2005 we will grant Ms. Mecca 30,000 restricted common shares under our 2005 Stock Incentive Plan with performance-based vesting, the basis of which will be determined in December. We have also agreed to issue an additional 44,000 restricted common shares, of which 11,000 shares vest on October 1, 2006 and the remaining 33,000 shares vest on December 31, 2007.

 

We also agreed to grant Ms. Mecca options to purchase 85,000 shares of our common stock with an exercise price set at the fair market value of our common stock on the date of the grant.  These options will vest on October 1, 2006 as to 25,250 shares, with the remaining shares vesting ratably over the following three years.  The options will expire 7 years after the date of grant.

 

We anticipate that both the 44,000-share restricted stock grant and the option grant will be granted outside of our equity incentive plans and without shareholder approval, as “inducement grants” pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv).  All of the equity grants to Ms. Mecca were approved in advance by the wholly independent Compensation Committee of our Board of directors.

 

Severance

Ms. Mecca will be entitled to one year’s base salary, immediate vesting of the 44,000 shares of restricted stock, and certain other health and insurance benefits if she (a) is terminated “without cause”; (b) elects to terminate the agreement upon her loss of any significant duties or responsibilities associated with, or removal from, the position of Executive Vice President and Chief Financial Officer; or (c) is permanently disabled.  A termination will be considered “for cause” if it results from (a) gross negligence or willful malfeasance, (b) a material violation of the Sarbanes-Oxley Act of 2002 within Ms. Mecca’s functional responsibilities that would be reasonably likely to have a material effect on Laureate, (c) conviction of or pleading guilty or nolo contendere to a felony involving theft, embezzlement, fraud, dishonesty or similar offense, (d) theft, embezzlement or fraud in connection with her duties, (e) substance abuse or moral turpitude that would be reasonably likely to have a material adverse impact on Laureate, or (f) being prohibited from serving as CFO by a regulatory authority.

 

Change of Control

In the event Laureate experiences a “change in control” and Ms. Mecca’s duties or reporting structure changes, all of Ms. Mecca’s outstanding equity compensation will vest immediately.  For this purpose, a “change in control” is a transaction or transactions which result in (a) the group of shareholders immediately prior to such transaction owning less than 50% of the total voting power of Laureate; or any person or group becoming the beneficial owner, directly or indirectly, of more than 50% of the total voting power of Laureate; or during any period of 12 consecutive months, a majority of the Board at the beginning of such period not constituting a majority of the board at the end of such period; (b) approval of a plan of liquidation or dissolution of Laureate; or (c) the sale, transfer or conveyance of all or substantially all of the assets of Laureate.

 

Indemnification

The employment agreement provides that we shall indemnify Ms. Mecca to the fullest extent permitted by the laws of Maryland and shall maintain directors’ and officers’ insurance coverage as well as all other appropriate liability coverage on her behalf during her tenure.

 

 

Item 9.01.  Financial Statements and Exhibits

 

(c) Exhibits

 

3



 

10.01       Employment Agreement entered into September 14, 2005

99.01       Press Release Issued September 16, 2005

 

4



 

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.

 

 

LAUREATE EDUCATION, INC.

 

 

 

 

 

/s/ Robert W. Zentz

 

 

Name:

Robert W. Zentz

 

Title:

Senior Vice President and
General Counsel

 

 

 

 

 

 

Date: September 16, 2005

 

 

 

5



 

Exhibit Index

 

Exhibit

 

Description

 

 

 

10.01

 

Employment Agreement entered into September 14, 2005

99.01

 

Press Release issued September 16, 2005

 

6


EX-10.01 2 a05-16289_1ex10d01.htm EX-10.01

Exhibit 10.01

 

[Laureate Education, Inc. Letterhead]

 

September 14, 2005

 

Ms. Rosemarie Mecca

1123A Banks Street

Houston, Texas

 

Re:    Employment Agreement

 

Dear Rosemarie:

 

Laureate Education, Inc. (“Laureate”) agrees to employ you, and you agree to accept such employment upon the following terms and conditions:

 

1.  Term  - -

 

The term of your employment hereunder shall commence on October 1, 2005 and continue unless terminated pursuant to Paragraph 6 hereof and shall hereinafter be referred to as the “Employment Term”.

 

2.  Duties  - -

 

During the Employment Term you agree to devote your full business time, attention and best efforts to the business of Laureate, provided, however, that you may engage in other activities (such as activities involving charitable, educational, religious and similar types or organizations, speaking engagements, of other organizations which require advance approval by the CEO or the Audit Committee and similar activities) to the extent that such other activities do not inhibit the performance of your duties under this Agreement or conflict in any way with the business of Laureate.

 

You will be Executive Vice President and Chief Financial Officer (“CFO”) of Laureate Education, Inc. and will report directly to the CEO.  You agree to perform such duties as are reasonable and consistent with the office of CFO.  In addition to helping Laureate set growth plans and ensuring attractive returns to shareholders, you have the mission critical responsibility of ensuring complete compliance of Laureate Education, Inc. and all of its subsidiary holdings with all SEC, NASDAQ and other regulatory and reporting requirements in the United States and all other countries in which Laureate operates.  The specific functional areas which you will manage as CFO include Treasury, Financial

 

1



 

Planning and Analysis, Controllership, Tax, Internal Audit, external auditor relations and investor relations.  You will also have dotted line authority over all division and business unit finance executives.

 

If at any time you (without your consent) are removed from the position of Executive Vice President and CFO or if you lose any significant duties or responsibilities associated with such position, then you shall have the right to terminate this Agreement by written notice, and such termination shall be deemed to be a termination by Laureate without cause with all of the consequences which flow from such termination.  (See Section 6 below.)  In such event the termination of this Agreement shall be effective as of the last day of the month in which Laureate receives your written notice.

 

3.  Compensation  -

 

A.  Base Annual Salary - During the Employment Term Laureate will pay you a base annual salary of $460,000 U.S.D., payable in accordance with Laureate’s then effective payroll practices.  Your salary will be reviewed annually consistent with Laureate’s annual executive compensation review.  Such review takes into account your responsibilities, your performance, increases in the cost of living, increases in compensation of executives at Laureate and other corporations, and other pertinent factors.

 

B.  Bonus - In addition to your salary you will be entitled to receive bonus compensation for each of the calendar years during the employment term, which bonus shall be determined and payable as follows:

 

i.  Your bonus for each calendar year or portion thereof during the Employment Term will be based upon a measurement of your performance against the objectives and performance metrics set by you and the CEO within 90 days of starting employment and within 90 days of the beginning of each calendar year thereafter. The objectives and performance metrics may be modified from time to time as agreed by the parties;

 

ii.  Your target bonus for each calendar year or portion thereof during the Employment Term shall equal 75% of your base salary. Based upon factors for personal and corporate performance, your bonus can be lowered or raised from zero to 200% of the target.

 

iii. Your bonus for any calendar year or portion thereof shall be payable in March of the following year.

 

4.  Incentives  - If you satisfy your objectives and the performance metrics you will also be entitled to receive the stock and cash incentives pursuant to any executive compensation plans for senior corporate officers as approved by the Compensation Committee of the Board of Directors.

 

2



 

In addition, Laureate will also provide you with the following equity and cash incentives:

 

A.  Restricted Stock -  In December 2005, Laureate shall award you 30,000 Restricted Shares of its common stock which will vest over a period of three to four years pursuant to your satisfaction of the performance metrics attached to such award.  Laureate’s Restricted Stock Grant Agreement will govern such restricted shares.

 

B.  Stock Options - On the date of the Board of Directors meeting following the signing of this Agreement, Laureate will grant you an option to purchase all or part of an aggregate of 85,000 shares of Laureate’s common stock at a purchase price equal to the Laureate stock price on that date. Such option will vest as to 21,250 shares on October 1, 2006, and an equal amount of options shall vest on October 1st of the successive three years.  Laureate’s Stock Option Grant Agreement will govern such options.

 

The grants of restricted stock and stock options set forth in subsections A and B above are part of Laureate’s executive compensation plans and are predicated upon your execution of the grant agreements.

 

Laureate has also prepared a front loaded multi-year Long Term Incentive (LTI) program which is designed to deliver to you a specific annual value. As you take on more responsibilities and/or Laureate progresses against its peer groups, Laureate will revisit your LTI program and consider additional grants.

 

C.  Long Term Cash Incentive - Your LTI also entitles you to participate in a three year cash incentive plan.  This plan is designed to deliver a targeted long term cash incentive of $500,000 payable in March 2009. Depending on your achievement of very strong performance requirements and objectives over the three year period (2006-2008) you could earn between zero to 200% of target. The metrics and goals are identical to those set forth for other senior corporate officers as approved by the Compensation Committee of the Board of Directors.

 

5.  Benefits

 

A.  Vacation and Sick Leave - - You will be entitled to take four weeks of paid vacation annually and reasonable sick leave.

 

B.  Regular Reimbursed Business Expenses - Laureate shall reimburse you for all expenses and disbursements reasonably incurred in the performance of your duties.  Such expenses shall include a car allowance of $550.00 per month, reimbursement of all business travel expenses and of all company related business expenses in accordance with the policy

 

3



 

of Laureate.

 

C.  Life Insurance - During the employment term you will be eligible to participate in the group life insurance policy which provides a death benefit of one times annual base compensation at Laureate cost for the benefit of a beneficiary to be designated by you.

 

D.  Other Insurance and Retirement Benefits - You shall be entitled to participate in such medical, dental, life insurance, 401k pension and other plans as Laureate may have or establish from time to time.

 

E.  Reimbursement for Temporary and Incidental Expenses - Laureate also agrees to reimburse those special and temporary expenses which you and your spouse will incur in connection with your acceptance of employment, which expenses are as follows:

 

1.  The reasonable travel expenses to and from Houston, Texas to Baltimore, Maryland or its suburbs which you or your spouse incur until January 1, 2006;

 

2.  Moving expenses in accordance with Laureate’s policies from Houston, Texas to Baltimore, Maryland or its suburbs;

 

3.  Temporary living expenses;

 

4.  Incidental expenses incurred in disposing of your present residence in Houston, Texas and purchasing a residence in Baltimore, Maryland or its suburbs; and

 

5.  Miscellaneous allowance of $7,500 for expenses not included in 4 above.  Laureate shall reimburse you for such expenses upon presentation of itemized vouchers and receipts.

 

F.  Loss of Bonus, Stock Options and Similar Interests - Laureate understands that you forfeited certain interests relating to profit sharing, stock options, bonuses and other items by leaving Shell Chemical, and Laureate will reimburse you as follows:

 

i.  Loss of Bonus - Laureate will pay you a separate bonus of $380,000 in May 2006, which will be reduced by any bonus compensation you actually receive from Shell Chemical for the 2005 fiscal year and by any bonus paid by Laureate under Paragraph 3(B) above for 2005.

 

ii.  Loss of Stock Options - Laureate will grant you 44,000 additional restricted shares of common stock to compensate your loss of equity resulting from your departure from Shell

 

4



 

Chemical. The schedule for vesting of these 44,000 restricted shares will be as follows:

 

11,000 shares will vest on October 1, 2006; and

33,000 shares shall vest as of December 31, 2007.

 

G.  Permanent Disability - - If during the Employment Term you shall become permanently disabled, this Employment Agreement shall be deemed to have been terminated by the Employer without cause as of the date of the disability, and you will be entitled to all benefits described in Section 6 below.

 

H.  Death - If you die prior to the end of the Employment Term, your beneficiary or estate shall be entitled to receive your Salary up to the date on which the death occurs and a pro-rated target bonus of the amount defined in Paragraph 3(B) above.

 

6.  Termination  -

 

(a) Termination for Cause - Laureate may, at its option, terminate this Agreement forthwith for cause, and Laureate shall thereafter have no further obligations under this Agreement, including, without limitation, any obligations to pay Salary or Bonus or provide benefits under this Agreement.  For purposes of this Agreement, termination of this Agreement for cause shall mean: a) gross negligence or willful malfeasance by you in the performance of your duties; b) a material violation within your functional responsibilities of a Sarbanes-Oxley requirement that would be reasonably likely to have a material effect on the Company; c) conviction of or pleading guilty or nolo contendere, to a felony involving theft, embezzlement, fraud, dishonesty or a similar offense; d) Theft, embezzlement or fraud in connection with the performance of your duties;  e) abuse of drugs or alcohol or conduct involving moral turpitude that would be reasonably likely to have a material adverse impact on the business, and f) being barred or prohibited by the SEC or any governmental authority from holding the position of CFO with the Company. Anything herein to the contrary notwithstanding Laureate will give you written notice prior to terminating this Agreement for your material breach setting forth the nature of any alleged breach in reasonable detail and the conduct required to cure such breach. Except for a breach which cannot by its nature reasonably be expected to be cured, you shall have thirty (30) days from the giving of such notice within which to cure. There will be no severance or accelerated vesting in the event of Termination for Cause.

 

(b) Termination without Cause - Laureate may terminate your employment hereunder without cause at any time during the Employment Term by 30 days written notice to you and you may terminate your employment by at least 30 days written notice to Laureate.

 

(c)  Termination Payments, Etc. - In the event that your employment terminates pursuant to paragraph 6(b) hereof, you shall be entitled to receive, subject to applicable withholding taxes:

 

5



 

(i) your Salary as provided in paragraph 3(a)  for twelve months following the end of the Employment Term payable in accordance with Laureate’s then effective payroll practices;

 

(ii) medical and dental insurance coverage provided under COBRA at no cost to you (except as hereafter described) pursuant to Laureate’s then-current benefit plans for twelve months following the end of the Employment Term or, if earlier, the date on which you become eligible for medical and dental coverage from a third party; provided, that during the period that Laureate provides you with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and Laureate may withhold taxes from your compensation for this purpose; and provided further that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;

 

(iii) life insurance coverage until the end of the Employment Term pursuant to Laureate’s then-current policy in the amount then furnished to employees at no cost and;

 

(iv) stock options granted to you which are exercisable on or prior to the date of the termination of your employment under paragraph 6(b) will be exercisable as provided under the applicable grant agreement or, if earlier, the expiration date of the stock options;

 

(vi) restricted stock granted to you which was vested on or before the last day of the Employment Term and;

 

(vii) any unpaid amount under Paragraph 5(F)(i) Loss of Bonus, above and you will fully vest in any unvested shares under Paragraph 5(F)(ii), Loss of Stock Options, above provided, however, you shall be required to mitigate the amount of any payment provided for in (i) and (ii) of this paragraph 6(c) by seeking other employment or otherwise, and the amount of any such payment provided for in (i) and (ii) shall be reduced by any compensation earned by you from a third person. The payments provided for in (i) above are in lieu of any severance or income continuation or protection under any Laureate plan that may now

 

6



 

or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 6(c) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Laureate to you under this Agreement.

 

(d)   Termination of Benefits - Notwithstanding anything in this Agreement to the contrary (except as otherwise provided in paragraph 6(c) with respect to medical, dental and life insurance), coverage under all Laureate benefit plans and programs (including, without limitation, vacation, 401k and excess 401k plans, pension and excess pension plans, LTD and accidental death and dismemberment and business travel and accident insurance), will terminate upon the termination of your employment except to the extent otherwise expressly provided in such plans or programs.

 

7.  Indemnification  -

 

In addition to any indemnification provided by Laureate’s by-laws, Laureate shall indemnify you to the fullest extent permitted by the laws of Maryland if you are made a party to any action, suit or proceeding (whether criminal, civil, administrative or

 

investigative) by reason of or related to your employment with Laureate. This promise of indemnification includes but is not limited to reimbursement of expenses, judgments, fines, penalties, attorney’s fees, costs and amounts paid in settlement incurred by you in connection with such action, suit, proceeding or investigation.  Laureate shall maintain directors’ and officers’ insurance coverage as well as all other appropriate liability coverage on your behalf during the Employment Term at Laureate’s expense and in a manner substantially similar to D&O coverage currently in effect. Subject to the requirements of any applicable insurance coverage you shall have the right to engage counsel and agree to legal rates reasonably acceptable to Laureate.  You agree to give prompt notice to Laureate of any claims made against you for which you will seek indemnification.

 

8.  Change in Control  -

 

In the event Laureate Education, Inc. experiences a “change in control” as that term is hereinafter defined and your duties change or your reporting structure changes, all grants of common stock, grants of restricted stock, grants of stock options and all other equity elements of this employment package (including any future grants or other compensation awarded to you) shall fully vest as of the date of closing of the “change in control” transaction.  “Change in control” is defined as follows:

 

A “change in control” shall mean a transaction or series of related transactions which result in:

 

a) the group of shareholders immediately prior to such transaction(s) owning less than 50% of the total voting power in the Company; or any person or group as defined in the Securities Act becoming the

 

7



 

beneficial owner, directly or indirectly, of more than 50% of the total voting power in the Company; or during any period of 12 consecutive months, a majority of the Board at the beginning of such period not constituting a majority of the board at the end of such period;

 

b) approval of a plan of liquidation or dissolution of the Company; or

 

c) sale, transfer or conveyance of all or substantially all of the assets of the Company.

 

9.  Governing Law  -

 

This agreement is governed by and shall be construed and enforced in accordance with the laws of the state of Maryland.  If any portion of this agreement is deemed to be unenforceable, such portion shall not affect the validity or enforceability of the remaining portions of this agreement.

 

10.  Notices  -

 

All notices under this agreement shall be in writing and deemed effective until delivered in person, or three days after deposit in the United States mail, postage prepaid as registered or certified mail as follows:

 

If to Laureate:            Laureate Education, Inc.
General Counsel
1001 Fleet St.
Baltimore, MD 21202

 

If to Employee:      (insert address)

 

11.  Representations and Warranties of Laureate -

 

Laureate represents and warrants that the execution of this agreement has been duly authorized by resolution of its Board of Directors and that this agreement constitutes a valid and binding obligation of Laureate in accordance with its terms.

 

12.  Miscellaneous  -

 

This agreement and any grant agreements granting equity in Laureate constitute the entire understanding between Laureate and you relating to your employment and cancel all prior written and oral agreements and understandings.  This agreement may only be amended by a subsequent amended agreement signed both by you and by an authorized officer of Laureate.

 

8



 

If the foregoing correctly states our understanding please sign, date and return all three copies of this Agreement.  After this Agreement has been executed by you and by me it shall constitute a fully binding agreement between us.

 

 

Very truly yours,

 

 

 

Laureate Education, Inc.

 

 

 

 

 

By:

/s/ Douglas L. Becker

 

 

 

Douglas L. Becker

 

 

Chairman, Chief Executive Officer

 

 

Laureate Education, Inc.

 

 

Agreed and Accepted this 14th day of

 

September, 2005

 

 

 

 

 

/s/ Rosemarie Mecca

 

 

Rosemarie Mecca

 

 

9


EX-99.01 3 a05-16289_1ex99d01.htm EX-99.01

Exhibit 99.01

 

Laureate Education Contacts:

Chris Symanoskie

Director, Investor Relations

(410) 843-6394

 

LAUREATE EDUCATION, INC. APPOINTS ROSEMARIE MECCA AS NEW CHIEF FINANCIAL OFFICER

 

BALTIMORE (September 16, 2005) — Laureate Education, Inc. (NASDAQ: LAUR), the world’s leading international provider of higher education, is pleased to announce the appointment of Rosemarie Mecca as Executive Vice President and Chief Financial Officer, effective October 1, 2005.

 

Rosemarie Mecca will have full responsibility for all aspects of the company’s financial management and accounting functions, as well as oversight of corporate financial strategy and planning.  Mecca replaces Sean Creamer, who has departed from the company as of today.

 

Previously, Rosemarie Mecca served as Executive Vice President, Business Systems for Shell Chemicals companies, a $15 billion business of Royal Dutch Shell headquartered in the Hague.  Shell Chemicals is a global group of 70 energy and petrochemical companies with operations in over 130 countries.

 

“We are delighted to welcome an executive of Rosemarie’s caliber to Laureate.  She brings a wealth of international, operational and financial experience, with a passion for building great companies,” stated Douglas Becker, Chairman and Chief Executive Officer of Laureate Education.  “We are a high-growth organization with ambitions to create a truly major global enterprise - Rosemarie’s tremendous international experience will be a major asset.”

 

With over 20 years of financial and operational experience, Rosemarie Mecca has held positions with primary responsibilities for finance, operations, and marketing in major divisions of large multi-national corporations.

 

Rosemarie Mecca started her career as a program manager with the National Aeronautics and Space Administration (NASA) before joining Bendix Field Engineering as a Finance Manager in Columbia, Maryland.  She held various leadership positions of increasing responsibility at Allied Signal and at Honeywell International (which acquired Allied Signal).  At Allied Signal, Rosemarie Mecca became the Chief Financial Officer of the $5 billion Aerospace division.  Prior to joining Shell Chemicals as Executive Vice President, she was Vice President and General Manager of Honeywell’s $600 million Hardware Products Group.

 

Rosemarie Mecca received a Bachelor’s Degree in Accounting and Finance and a Master’s Degree in Financial Management from The Catholic University of America in Washington, D.C. 

 



 

About Laureate Education, Inc.

 

Laureate Education Inc. (NASDAQ: LAUR) is focused exclusively on providing a superior university experience to over 170,000 students through the leading global network of accredited campus-based and online universities. Addressing the rapidly growing global demand for higher education, Laureate offers a broad range of career-oriented undergraduate and graduate programs through campus-based universities located in Latin America, Europe, and Asia. Through online universities, Laureate offers the growing population of non-traditional, working-adult students the convenience and flexibility of distance learning to pursue undergraduate, master’s and doctorate degree programs in major career fields including engineering, education, business, and healthcare.  For more information, please visit our website, www.laureate-inc.com.

 

Forward Looking Statements

 

This release includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.  Any such forward-looking statements may involve risk and uncertainties.  Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those described in the forward-looking statements.

 

The following factors might cause such a difference:

                  The Company’s operations can be materially affected by competition in its target markets and by overall market conditions, among other factors.

                  The Company’s foreign operations, in particular, are subject to political, economic, legal, regulatory and currency-related risks.

 

Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Forms 10-K and 10-Q, available for viewing on our website.  (To access this information on our website, www.laureate-inc.com, please click on “Investor Relations”, “SEC Filings”)

 

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