-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQfgc388rQh8o3KrlaPyCQjpKYMP8rcNC5wS/SKLq3OhslxUyko1DjqGV51goKgc lXmeASTLspgiOb/y10TtGg== 0000950136-02-003290.txt : 20021120 0000950136-02-003290.hdr.sgml : 20021120 20021120172621 ACCESSION NUMBER: 0000950136-02-003290 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRAYER EDUCATION INC CENTRAL INDEX KEY: 0001013934 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521975978 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21039 FILM NUMBER: 02835254 BUSINESS ADDRESS: STREET 1: 1025 15TH STREET NW CITY: WASHINGTON STATE: DC ZIP: 20005 BUSINESS PHONE: 2024082400 MAIL ADDRESS: STREET 1: 1025 15TH STREET NW CITY: WASHINGTON STATE: DC ZIP: 20005 8-K 1 file001.txt FORM 8-K =============================================================================== 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): November 20, 2002 STRAYER EDUCATION, INC. (Exact name of registrant as specified in its charter)
Maryland 000-21039 52-1975978 ----------------------- ------------------- ----------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 1100 Wilson Boulevard Suite 2500 Arlington, VA 22209 - ---------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 247-2500 Not applicable (Former name or former address, if changed since last report) =============================================================================== =============================================================================== Item 5. Other Events. On November 20, 2002, Strayer Education, Inc. announced the closing of a 2.3 million common share secondary offering. The November 20, 2002 Press Release is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 99.01 Press Release dated November 20, 2002 =================================================================== - ------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Strayer Education, Inc. Date: November 20, 2002 By: /s/ Mark C. Brown ---------------------- Mark C. Brown Senior Vice President and Chief Financial Officer =============================================================================== =============================================================================== EXHIBIT INDEX EXHIBIT DESCRIPTION - ----------------- ------------------------------- 99.01 Press Release dated November 20, 2002. ===============================================================================
EX-99.01 3 file002.txt PRESS RELEASE DATED NOVEMBER 20, 2002 =============================================================================== - ------------------------------------------------------------------------------- EXHIBIT 99.01 - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT: Mark C. Brown Chief Financial Officer (703) 247-2514 Sonya Udler Vice President of Corporate Communications (703) 247-2517 STRAYER EDUCATION, INC. ANNOUNCES CLOSING OF 2.3 MILLION SHARE SECONDARY OFFERING OF COMMON STOCK ARLINGTON, VA., NOVEMBER 20, 2002 - Strayer Education, Inc. (the "Company") (Nasdaq: STRA) announced today that its previously announced secondary offering of common stock closed earlier today. The number of shares sold in the offering (2.3 million shares) includes 0.3 million shares sold pursuant to the exercise of the underwriters' over-allotment option. The Company will not receive any of the proceeds of the offering. The common shares were issued following the conversion of convertible preferred stock held by New Mountain Partners, L.P., a private equity firm, and DB Capital Partners, Inc., an affiliate of Deutsche Bank. The offering was made pursuant to the exercise of existing registration rights held by New Mountain and DB Capital. After giving effect to the offering, New Mountain continues to beneficially own in excess of 25% of Strayer's equity securities. The managing underwriters for the offering were Credit Suisse First Boston, Banc of America Securities LLC and Legg Mason Wood Walker Incorporated. Strayer Education, Inc. (Nasdaq: STRA) (www.strayereducation.com) is an education services holding company which owns Strayer University and certain other assets. Strayer's mission is to make higher education achievable and convenient for working adults in today's economy. Strayer University (www.strayer.edu) is a proprietary institution of higher learning which offers undergraduate and graduate degree programs in Business Administration, Accounting, and Information Technology to more than 16,500 working adult students at 20 campuses in Maryland, Washington, D.C., Virginia, and North Carolina and via the Internet through Strayer ONLINE. Strayer University is committed to providing an education that prepares working adult students for advancement in their careers and professional lives. By constantly adapting to the latest techniques and technologies used in business, we provide our graduates with practical skills and a competitive edge in the changing marketplace. Strayer University is accredited by the Middle States Commission on Higher Education. Founded in 1892, Strayer attracts students both nationally and internationally. This press release contains statements that are forward looking and are made pursuant to the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995 ("Reform Act"). The statements are based on the Company's current expectations and are subject to a number of uncertainties and risks. In connection with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause the Company's actual results to differ materially. The uncertainties and risks include the pace of growth of student enrollment, our continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as state and regional regulatory requirements, competitive factors, risks associated with the opening of new campuses, risks associated with the offering of new educational programs and adapting to other changes, risks associated with the acquisition of existing educational institutions, risks relating to the timing of regulatory approvals, our ability to implement our growth strategy, and general economic and market conditions. Further information about these and other relevant risks and uncertainties may be found in the Company's annual report on Form 10-K and its other filings with the Securities and Exchange Commission, all of which are incorporated herein by reference and which are available from the Commission. We undertake no obligation to update or revise forward looking statements. # # #
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