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EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 - National American University Holdings, Inc.nauh_ex311.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 - National American University Holdings, Inc.nauh_ex312.htm
 

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
Amendment No. 1
 
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended May 31, 2016
 
Commission File No. 001-34751
National American University Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
83-0479936
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification No.)
 
 
 
5301 S. Highway 16
 
 
Rapid City, SD
 
57701
(Address of principal executive offices)
 
(Zip Code)
 
(605) 721-5200
 (Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Common Stock, $.0001 par Value
 
The NASDAQ Stock Market
Title of each class
 
Name of each exchange on which registered
Securities registered pursuant to section 12(g) of the Act:
 None
 (Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ☐
 
Accelerated filer  ☐
 
Non-accelerated filer  ☐
 (Do not check if a smaller reporting company)
 
Smaller reporting company  ☑
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐ No    ☑
As of August 3, 2016, there were 24,149,224 shares of Common Stock, $0.0001 par value per share outstanding.
The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of November 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $25.4 million.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant’s Definitive Proxy Statement for its 2016 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.
 

 
 
 
EXPLANATORY NOTE
 
The registrant filed with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended May 31, 2016 on August 5, 2016 (the “Form 10-K”). The registrant is filing this Amendment No. 1 solely to correct an error in the number of shares of common stock outstanding as of August 3, 2016 shown on the cover page. The correct number of shares of common stock outstanding as of such date is 24,149,224, as indicated on the cover page of this Amendment No. 1.
 
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive office and principal financial officer are being filed as exhibits to this Amendment No. 1 on Form 10-K/A. Except as expressly set forth in this Amendment No. 1, the Form 10-K has not been amended, updated or otherwise modified.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
National American University Holdings, Inc.
 
 
 
 
 
 
By:    
/s/ Ronald L. Shape, Ed. D.
 
 
Name:  
Ronald L. Shape, Ed. D. 
 
 
Title:  
President and Chief Executive Officer
 

Dated: September 13, 2016
 
 
 
 
 
Exhibit Index
 
The following is a list of all exhibits filed as a part of this Annual Report on Form 10-K/A.
 
 Exhibit No.
 
Description of Exhibits
 
 
 
 31.1
 
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 31.2
 
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002