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):
December 29, 2015
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34283 | 043837082 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
1919 North Lynn St., 7th Fl., Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
703-387-5800
(Registrant’s telephone number, including area code)
N/A
(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))
Item 1.01. Entry into a Material Definitive Agreement
On December 29, 2015, Rosetta Stone Ltd. (the “Borrower”), a wholly-owned subsidiary of Rosetta Stone Inc. (the "Company"), amended its $25 million revolving credit Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank effective as of December 29, 2015. The Loan Agreement is further described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 29, 2014, in the Company's Current Report on Form 8-K filed on April 3, 2015 to report the first amendment, in the Company's Quarterly Report on Form 10-Q filed on May 6, 2015 reporting a second amendment, and in the Company's Current Report on Form 8-K filed on July 2, 2015 reporting a third amendment. The Company and its subsidiaries are subject to certain covenants under the Loan Agreement including financial covenants and limitations on indebtedness, encumbrances, investments and distributions and dispositions of assets, certain of which covenants were amended as part of the fourth amendment. Presently, no borrowings have been requested or made under the Loan Agreement, and no balance is outstanding.
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.
Date: December 31, 2015
ROSETTA STONE INC. | ||
By: | /s/ Sonia G. Cudd | |
Name: Sonia G. Cudd | ||
Title: General Counsel and Secretary | ||