0001144204-15-070719.txt : 20151214 0001144204-15-070719.hdr.sgml : 20151214 20151214161511 ACCESSION NUMBER: 0001144204-15-070719 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151214 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151214 DATE AS OF CHANGE: 20151214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PUBLIC EDUCATION INC CENTRAL INDEX KEY: 0001201792 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 010724376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 151286139 BUSINESS ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 BUSINESS PHONE: (304) 724-3700 MAIL ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 8-K 1 v426894_8k.htm FORM 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): December 14, 2015

 

 

 

American Public Education, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33810   01-0724376
(state or other jurisdiction of
incorporation)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

111 W. Congress Street

Charles Town, West Virginia

  25414   304-724-3700
(Address of principal executive offices)   (Zip Code)   (Registrant’s telephone number, including area code)

 

 

 

 

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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Section 7 – Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure.

 

On December 14, 2015, American Public University System (“APUS”), a subsidiary of American Public Education, Inc. (the “Company”), issued a press release announcing that it had commenced a search for a new APUS president in connection with an anticipated organizational realignment. After the identification of his successor, APUS President and CEO Dr. Wallace E. Boston will focus on his position as CEO with the Company, providing strategic and leadership support to APUS, Hondros College of Nursing, and other Company ventures. A copy of APUS’s press release is attached to this report as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.  The information contained in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Forward Looking Statements

Statements made in this current report and in the attached Press Release regarding the Company, or its subsidiaries (including APUS), that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about the Company and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate," "believe," "seek," "could," "estimate," "expect," "intend," "may," "should," "will" and "would." These forward-looking statements include, without limitation, statements regarding the search for a new president of APUS, the planned organizational realignment of APUS and the Company, and Dr. Boston’s role with APUS and APEI. For the avoidance of doubt, as of the date of this report, no definitive action has been taken, and there is no assurance definitive action will be taken, to appoint a successor to Dr. Boston, and he continues in his role with APUS. Actual results, decisions, or actions could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 

 

Section 9 – Financial Statements and Exhibits 
Item 9.01. Financial Statements and Exhibits.

 

Exhibit No. Exhibit
99.1 Press Release dated December 14, 2015

 

 

 

 

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.

 

 

  American Public Education, Inc.  
       
       
  By: /s/ Richard W. Sunderland, Jr.
    Richard W. Sunderland, Jr.  
    Executive Vice President and Chief Financial Officer  
       
Date: December 14, 2015      

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Exhibit
99.1 Press Release dated December 14, 2015

 

 

EX-99.1 2 v426894_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

American Public University System Announces Commencement of Presidential Search

CHARLES TOWN, W.Va., Dec. 14, 2015 /PRNewswire/ -- American Public University System (APUS) today announced that it is commencing a search for a new president of APUS as part of an anticipated organizational realignment. After the identification of his successor, APUS President and CEO Dr. Wallace E. Boston will focus on his position as CEO with APUS parent company American Public Education, Inc. (APEI) providing strategic and leadership support to APUS, Hondros College of Nursing, and other APEI ventures.

The APUS Board of Trustees has engaged BSG Team Ventures to lead a formal search for Dr. Boston's successor, which is not expected to conclude before the end of the first calendar quarter of 2016. "It's been an honor to serve as president of APUS during a period of many institutional successes," said Dr. Boston, and "I look forward to working with a new president of APUS to help advance the accomplishments of both organizations."

The search for a new APUS president is occurring in the context of an anticipated organizational realignment. Over time, APEI's focus has broadened beyond APUS, including as a result of APEI's acquisition of Hondros College of Nursing in 2013. After careful consideration, Dr. Boston and the boards of APUS and APEI determined that it would benefit both APUS and APEI to have dedicated management teams focused on the day-to-day operations of each entity. "APUS's core mission of educating those who serve, driven by an ongoing commitment to academic excellence and affordability, remains the top priority for APUS," said Dr. Boston, "and this organizational realignment is intended to support that mission."

About American Public University System
American Public University System, winner of the Online Learning Consortium's (OLC) Ralph E. Gomory Award for Quality Online Education and four-time recipient of the OLC's Effective Practice Award, offers more than 90 online degree programs through American Military University and American Public University. Approximately 100,000 students and 50,000-plus alumni worldwide have benefitted from APUS's relevant curriculum, affordability, and flexibility in pursuing and earning degrees in such areas as business, information technology and security and global studies. For further information, visit www.apus.edu.



CONTACT: Brian Muys, 703-268-1143, bmuys@apus.edu