Current Report Filing (8-k)

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): October 23, 2014 (October 23, 2014)

Education Management Corporation

(Exact name of registrant as specified in charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

(Commission File Number) 001-34466    (IRS Employer Identification No.) 25-1119571

(Address of principal executive offices)

210 Sixth Avenue

Pittsburgh, Pennsylvania, 15222

(Registrant’s telephone number, including area code) [phone]

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:

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))

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Item 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On October 23, 2014, Education Management Corporation (the “Company”) notified The NASDAQ Global Select Market (“Nasdaq”) of its intention to file a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 with the Securities and Exchange Commission (the “SEC”) on or about November 3, 2014. The purpose of the Form 25 filing is to effect the delisting from Nasdaq of the Company’s outstanding common shares, par value $0.01 per share (the “Shares”), and the deregistration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the Form 25 filing will become effective on November 13, 2014. Upon the effectiveness of the Form 25 filing, the Company and certain of its subsidiaires also intend to file, on or about November 24, 2014, a Form 15 with the SEC to suspend the duty of the Company and such subsidiaries to file reports under Sections 13(a) and 15(d) of the Exchange Act.

Concurrently with the delivery of the notification to Nasdaq, the Company issued a press release regarding its intention to voluntarily delist and deregister the Shares, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

  

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.

99.1    Press release, dated October 23, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2014

Education Management Corporation

By:    _/s/ J. Devitt Kramer_____________________

Name: J. Devitt Kramer

Title: Senior Vice President, General Counsel               and Secretary

	Investor Contact:
	John Iannone
	Director of Investor Relations
	[phone]
	Media Contact:
	Chris Hardman
	VP of Communications
	[phone]

Education Management Announces Intention to Voluntarily Delist Shares From NASDAQ

        

PITTSBURGH, Oct. 23, 2014 - Education Management Corporation (NASDAQ: EDMC), one of the largest providers of post-secondary education in North America, today announced that it intends to voluntarily delist its common stock from The Nasdaq Global Select Market and to subsequently deregister its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The company and its subsidiaries also intend to suspend their reporting obligations under the Exchange Act, which they are eligible to do because each class of their securities has fewer than 300 stockholders of record.

The company believes it is currently in compliance with all of its Nasdaq listing requirements. Consistent with other cash management and cost reduction measures that have been implemented by the company, the Board of Directors concluded that the costs of compliance, the demands of management's time and the company resources required to continue its SEC reporting obligations and maintain its Nasdaq listing were greater than the benefits received by the company and its stockholders from being a listed company. The company announced in September 2014 that it has entered into a Restructuring Support Agreement with creditors holding in excess of 94 percent of the company’s aggregate debt and the company’s principal shareholders pursuant to which, among other things, the company's existing shareholders would retain 4 percent of the outstanding common stock after giving effect to the conversion of new preferred stock to be issued to creditors and receive warrants to purchase an additional 5 percent of the common stock.

EDMC expects to file a Form 25, Notification of Removal from Listing and/or registration under Section 12(b) of the Exchange Act with the SEC and Nasdaq on or about Nov. 3, 2014. The Form 25 will become effective 10 days after it is filed. Upon its effectiveness, the company anticipates that its common stock will be quoted on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities. The company expects its common stock will continue to trade on the Pink Sheets, so long as market makers continue to make a market in the company's common stock.

The company also intends to deregister its common stock with the SEC and become a non-reporting company under the Exchange Act. The company and its subsidiaries intend to file a Form 15 upon the effective date of the Nasdaq delisting. As of the date of the filing of the Form 15, the obligation of the company and its subsidiaries to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15.

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About Education Management Corporation

Education Management Corporation (www.edmc.edu) is among the largest providers of post-secondary education in North America, based on student enrollment and revenue, with a total of 110 locations in 32 U.S. states and Canada. The company offers academic programs to students through campus-based and online instruction, or through a combination of both. The company is committed to offering quality academic programs and strives to improve the learning experience for its students. Its educational institutions offer students the opportunity to earn undergraduate and graduate degrees and certain specialized non-degree diplomas in a broad range of disciplines, including media arts, health sciences, design, psychology and behavioral sciences, culinary, business, fashion, legal, education and information technology.

Cautionary Statement

This press release includes information that could constitute forward-looking statements with the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are based on information currently available to management, concern the company's strategy, plans, intentions or expectations and typically contain words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “seeks,” “approximately,” “plans,” "projects," or similar words, although the absence of such words does not mean that any particular statement is not forward-looking. Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors including, without limitation, the possibility that the company will fail to consummate the restructuring plan due to the failure to obtain regulatory or shareholder approval or otherwise, the possibility that delisting and deregistration will not produce the expected benefits or will have adverse consequences, including that delisting and deregistration will not reduce administrative expenses, the possibility that market makers will not continue to make a market for the company’s common stock, the timing of the delisting and deregistration, the possibility that the company’s common stock will not be quoted on the Pink Sheets, the possibility that there may not be an active trading market for our securities if we voluntarily delist and deregister, the possibility that delisting and deregistration could adversely affect the price and liquidity of our securities, and the factors set forth in our filings with the Securities and Exchange Commission including, without limitation, our annual report on Form 10-K for the fiscal year ended June 30, 2014 under the caption "Risk Factors." Any forward-looking statements contained in this release speak only as of the date of such release, and we caution existing and prospective investors not to place undue reliance on such statements. Such forward-looking statements do not purport to be predictions of future events or circumstances, and therefore, there can be no assurance that any forward-looking statement contained our releases will prove to be accurate. The company undertakes no obligation to update or revise any forward-looking statements.