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EX-99.1 - PRESS RELEASE - PRINCETON REVIEW INCdex991.htm

 

 

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): March 9, 2010

 

 

THE PRINCETON REVIEW, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-32469   22-3727603

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

111 Speen Street, Suite 550

Framingham, Massachusetts 01701

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (508) 663-5050

 

 

 

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Attached as Exhibit 99.1 is a copy of a press release of The Princeton Review, Inc. (the “Company”) dated March 11, 2010, announcing certain financial results for the Company’s fiscal period ended December 31, 2009.

The information set forth under this “Item 2.02 - Results of Operations and Financial Condition,” including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On March 9, 2010, the Compensation Committee of the Company’s Board of Directors approved the guidelines for determining the annual incentive opportunities under each of the employment agreements of the following officers: Michael J. Perik, Stephen C. Richards, H. Scott Kirkpatrick, Stuart Udell and Neal S. Winneg.

For 2010, the annual bonus award will be based on the Company’s year end achievement of its EBITDA targets as follows:

 

   

120% of EBITDA target funds bonus payout at 150% of target;

 

   

100% of EBITDA target funds bonus payout at 100% of target; and

 

   

85% of EBITDA target funds bonus payout at 50% of target.

At the Company’s discretion the bonus may be paid in whole or in part in common stock of the Company under the Company’s 2000 Stock Incentive Plan, as amended, after satisfaction of all tax withholding obligations.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

  99.1 Press release dated March 11, 2010.

 

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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.

 

      THE PRINCETON REVIEW, INC.

Dated: March 11, 2010

     
      /S/    NEAL S. WINNEG        
    Name:   Neal S. Winneg
    Title:   Executive Vice President

 

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