0001628280-18-009476.txt : 20180720 0001628280-18-009476.hdr.sgml : 20180720 20180720161647 ACCESSION NUMBER: 0001628280-18-009476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180720 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180720 DATE AS OF CHANGE: 20180720 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18962645 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 8-K 1 a8-kcertificateofretiremen.htm 8-K Document


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)
July 20, 2018
 
Laureate Education, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
 
001-38002
 
52-1492296
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
650 South Exeter Street
Baltimore, MD 21202
(Address of principal executive offices, including zip code)
 
(410) 843-6100
(Registrant’s telephone number, including area code)
 
Not Applicable
(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):
 
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))
 
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   o

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.   o








Item 5.03.    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 20, 2018, Laureate Education, Inc. (the “Company”) filed a Certificate of Retirement (the “Certificate of Retirement”) with the Secretary of State of the State of Delaware to retire 24,164.375 shares of the Company’s Series A-1 Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”), which shares constituted all of the issued and outstanding shares of its Series A-1 Preferred Stock, and 377,000 shares of the Company’s Series A-2 Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), which shares constituted all of the issued and outstanding shares of its Series A-2 Preferred Stock, all of which were converted by the Company into shares of its Class A common stock, par value $0.004 per share (the “Class A Common Stock”) on April 23, 2018. The Company’s Amended and Restated Certificate of Incorporation requires that any shares of the Company’s Series A Preferred Stock that are converted into another series of capital stock of the Company be cancelled and retired and shall revert to authorized but unissued shares of the Company’s Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

Effective upon filing, the Certificate of Retirement amended the Company’s Amended and Restated Certificate of Incorporation to reduce the total number of authorized shares of the Company’s Series A-1 Preferred Stock from 62,000 to 37,835.625 shares and the total number of authorized shares of the Company’s Series A-2 Preferred Stock from 450,000 to 73,000 shares. Accordingly, the total number of authorized shares of the Company’s Preferred Stock is now 50,000,000, such shares consisting of 37,835.625 shares designated Series A-1 Preferred Stock, 73,000 shares designated Series A-2 Preferred Stock, and 49,889,164.635 shares of undesignated Preferred Stock. The foregoing summary of the Certificate of Retirement does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Retirement, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits:

Exhibit
Number     Description
3.1        Certificate of Retirement.


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.
 
 
 
 
By:
/s/ Thomas J. Plotz
 
Name:
Thomas J. Plotz
 
Title:
Vice President, Assistant General Counsel

Date: July 20, 2018



EX-3.1 2 exhibit31certificateofreti.htm EXHIBIT 3.1 Exhibit


CERTIFICATE OF RETIREMENT
OF
CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A
OF
LAUREATE EDUCATION, INC.
(Pursuant to Section 243(b) of the General Corporation Law of the State of Delaware)
Laureate Education, Inc., a public benefit corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 243(b) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST:        Pursuant to the authority conferred by the Corporation’s original certificate of incorporation, filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on October 1, 2015, the Board of Directors of the Corporation (the “Board of Directors”) created a series of 512,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of the Corporation designated as “Convertible Redeemable Preferred Stock, Series A”, of which 62,000 shares were designated as “Convertible Redeemable Preferred Stock, Series A-1” (the “Series A-1 Preferred Stock”) and 450,000 shares were designated as “Convertible Redeemable Preferred Stock, Series A-2” (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), by the filing of a Certificate of Designations with the Secretary of State on December 20, 2016, and the powers (including voting powers) of the shares of such series, and the designations, preferences and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions, of the shares of such series are set forth in Appendix A to, and incorporated by reference in, the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), filed with the Secretary of State on January 31, 2017. The Certificate of Incorporation is in effect on the date of the filing of this Certificate of Retirement (the “Certificate of Retirement”).
SECOND:    The Certificate of Incorporation provides that any shares of its Series A Preferred Stock that are converted into another series of capital stock of the Corporation shall be cancelled and retired and shall revert to authorized but unissued shares of the Corporation’s Preferred Stock.
THIRD:    On April 23, 2018, 24,164.375 shares of the Corporation’s Series A-1 Preferred Stock, which shares constituted all of the issued and outstanding shares of the Corporation’s Series A-1 Preferred Stock, and 377,000 shares of the Corporation’s Series A-2 Preferred Stock, which shares constituted all of the issued and outstanding shares of the Corporation’s Series A-2 Preferred Stock, were converted by the Corporation into shares of Class A common stock, par value $0.004 per share (the “Class A Common Stock”), of the Corporation.
FOURTH:    The Board of Directors, by unanimous written consent, resolved to cancel and retire all of the shares of the Corporation’s Series A Preferred Stock that were converted into




shares of the Corporation’s Class A Common Stock, such that there are no shares of the Corporation’s Series A Preferred Stock outstanding.
FIFTH:    Accordingly, pursuant to the Section 243(b) of the DGCL, upon the effectiveness of this Certificate of Retirement, 24,164.375 shares of the Corporation’s Series A-1 Preferred Stock and 377,000 shares of the Corporation’s Series A-2 Preferred Stock will be retired and such shares shall resume the status of authorized but unissued shares of the Corporation’s Preferred Stock, such that the total number of authorized shares of the Corporation’s Preferred Stock shall be 50,000,000, such shares consisting of 37,835.625 shares designated Series A-1 Preferred Stock, 73,000 shares designated Series A-2 Preferred Stock, and 49,889,164.635 shares of undesignated Preferred Stock.

[Signature Page Follows]



- 2 -


IN WITNESS WHEREOF, the Corporation has caused has caused this Certificate of Retirement to be signed by its duly authorized officer, this 20th day of July, 2018.

LAUREATE EDUCATION, INC.


By: /s/ Victoria E. Silbey
Name: Victoria E. Silbey    
Title: Senior Vice President, Secretary and Chief Legal Counsel