Attached files
file | filename |
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EX-23.1 - EX-23.1 - Stride, Inc. | w80050exv23w1.htm |
EX-99.1 - EX-99.1 - Stride, Inc. | w80050exv99w1.htm |
EX-99.2 - EX-99.2 - Stride, Inc. | w80050exv99w2.htm |
EX-99.3 - EX-99.3 - Stride, Inc. | w80050exv99w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 23, 2010
K12 Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33883 | 95-4774688 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
2300 Corporate Park Drive, Herndon, Virginia |
20171 | |||
(Address of principal | (Zip Code) | |||
executive offices) |
Registrants telephone number, including area code: | (703) 483-7000 |
Not Applicable
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) |
þ | 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)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this Amendment) is being filed to include disclosures
that amend and supplement those disclosures made by K12 Inc. (the Company) in its Current Report
on Form 8-K (the Original Form 8-K) filed with the Securities and Exchange Commission on July 26,
2010. The financial statements and pro forma financial information described in Item 9.01 below
should be read in conjunction with the Original Form 8-K and this Amendment.
Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 23, 2010, the Company, entered into an Agreement and Plan of Merger (the Merger
Agreement), by and among the Company, Kayleigh Sub Two LLC, a Delaware limited liability company
and a wholly-owned subsidiary of the Company (LLC Merger Sub), Kayleigh Sub One Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company (Corporate Merger Sub), KCDL Holdings,
LLC, a Delaware limited liability company (Seller), and KC Distance Learning, Inc., a Delaware
corporation and a wholly-owned subsidiary of Seller (KCDL). Pursuant to the terms of the Merger
Agreement, (i) KCDL merged with Corporate Merger Sub, with KCDL continuing as the surviving
corporation of the merger (the First Merger), and (ii) immediately after the First Merger, KCDL
(as the surviving corporation of the First Merger) merged with LLC Merger Sub, with LLC Merger Sub
continuing as the surviving entity of the merger (the Second Merger and together with the First
Merger, the Mergers). The Mergers were consummated on July 23, 2010 following the execution of
the Merger Agreement.
This Amendment amends the Original Form 8-K filed on July 26, 2010 to provide, as required by
Items 9.01(a) and 9.01(b), the audited annual and unaudited interim financial statements of KCDL
and the unaudited pro forma condensed consolidated financial information related to the KCDL
acquisition.
Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The following audited financial statements are attached hereto as Exhibit 99.1:
| Report of Deloitte & Touche LLP, Independent Auditors | ||
| The balance sheet of KCDL as of January 2, 2010 | ||
| The statement of operations of KCDL for the year ended January 2, 2010 | ||
| The statement of stockholders equity for the year ended January 2, 2010 | ||
| The statement of cash flows for the year ended January 2, 2010 | ||
| Notes to financial statements |
The following unaudited financial statements are attached hereto as Exhibit 99.2:
| The unaudited balance sheet of KCDL as of July 3, 2010 | ||
| The unaudited statement of operations of KCDL for the six months ended July 3, 2010 and the six months ended July 4, 2009 | ||
| The unaudited statement of stockholders equity for the six months ended July 3, 2010 |
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| The unaudited statement of cash flows for the six months ended July 3, 2010 and the six months ended July 4, 2009 | ||
| Notes to unaudited financial statements |
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information is attached hereto as Exhibit 99.3:
| The unaudited pro forma condensed consolidated balance sheets as of June 30, 2010 | ||
| The unaudited pro forma condensed consolidated statements of operations for the year ended June 30, 2010 | ||
| Notes to unaudited pro forma condensed consolidated financial statements |
(c) Exhibits.
Exhibit No. | Description | |||
23.1 | Consent of Deloitte & Touche LLP, Independent Auditors |
|||
99.1 | Audited Financial Statements of KC Distance Learning, Inc. |
|||
99.2 | Unaudited Financial Statements of KC Distance Learning, Inc. |
|||
99.3 | Unaudited Pro Forma Financial Information of K12 Inc.
giving effect to the acquisition of KC Distance Learning,
Inc. |
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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.
K12 Inc. |
||||
October 8, 2010 | By: | /s/ Howard D. Polsky | ||
Name: | Howard D. Polsky | |||
Title: | General Counsel and Secretary | |||
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Exhibit Index
Exhibit No. | Description | |||
23.1 | Consent of Deloitte & Touche LLP, Independent Auditors |
|||
99.1 | Audited Financial Statements of KC Distance Learning, Inc. |
|||
99.2 | Unaudited Financial Statements of KC Distance Learning, Inc. |
|||
99.3 | Unaudited Pro Forma Financial Information of K12 Inc. giving
effect to the acquisition of KC Distance Learning, Inc. |
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