8-K

UNITED STATESSECURITIES 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

August 28, 2013
(Date of earliest event reported)

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:

⃞ 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))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.

On August 28, 2013, American Public Education, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with National Education Seminars, Inc., an Ohio corporation operating as Hondros College, Nursing Programs (“HCON”), the stockholders of HCON, and the founders of HCON.  

Pursuant to the terms of the Agreement, the Company has agreed to purchase all of the capital stock of HCON for an aggregate purchase price of $46,000,000, subject to working capital adjustments to reflect, in part that neither cash nor bank debt will be acquired or assumed.   

The Agreement contains customary representations and warranties, which will generally survive the closing until and through the fifth anniversary of the closing date.  Other than with respect to limited fundamental representations, the indemnification obligations of the selling stockholders of HCON are secured by, and generally limited to, a $6,900,000 escrow account, which account will be reduced over time.

Closing of the transaction is subject to the satisfaction of various closing conditions, including reviews by the U.S. Department of Education and other licensing, regulatory and accreditor bodies.  After the closing of the transaction, the change of control of HCON will also be subject to further customary licensing, regulatory and accreditor approvals.  The Agreement contains customary termination provisions, including that the Company and the stockholders of HCON have the right to terminate the Agreement if the closing has not happened by specified dates, which dates may be extended to March 14, 2014 if necessary to satisfy certain closing conditions related to required consents and approvals.  

Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing the transaction is attached hereto as Exhibit 99.1 and slides to be used by the Company during an investor relations conference call concerning the transaction are attached hereto as Exhibit 99.2, and are incorporated into this Item 7.01 by reference. The information contained in Exhibits 99.1 and 99.2 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.

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

99.1     American Public Education, Inc. press release dated August 28, 2013.

99.2      American Public Education, Inc. slides for investor’s relations conference call dated August 28, 2013.

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.
Date:	August 28, 2013	By:	/s/ Harry T. Wilkins
			Harry T. Wilkins, Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated August 28, 2013
99.2	American Public Education, Inc. slides for investor’s relations conference call dated August 28, 2013.

EX-99.1

Exhibit 99.1

American Public Education Announces Definitive Agreement to Acquire Ohio-Based Hondros College, Nursing Programs

Accredited Nursing School Broadens APEI’s Emphasis on Health Sciences and Technology Programs

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--August 28, 2013--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS), which operates through American Military University (AMU) and American Public University (APU) – today announced that it has entered into a definitive agreement to acquire 100% ownership interest in National Education Seminars, Inc., operating as Hondros College (Nursing Programs), for approximately $46 million in cash. The transaction is expected to close in the fourth quarter of 2013, subject to various conditions, including accreditor and regulatory approvals.

Hondros College’s nursing programs include a diploma in practical nursing (PN), an associate degree in nursing (ADN), and an online registered nurse to bachelor of science in nursing (RN - BSN) completion program to more than 1,500 students at four campus locations in the suburban areas of Cincinnati, Columbus, Dayton and Cleveland.

The acquisition will further strengthen APEI’s position in the areas of nursing, healthcare and public health education, according to Dr. Wallace E. Boston, president and chief executive officer of American Public Education, Inc. “As an established school of nursing, Hondros College’s nursing programs serve some of the critical education needs of our nation’s healthcare industry,” stated Dr. Boston. According to the Bureau of Labor Statistics, the number of professional nurses is expected to grow from 2.74 million in 2010 to 3.45 million in 2020, an increase of 26%. Moreover, the total number of job openings for nurses due to job growth and replacement is expected to be 1.2 million in 2020.

“We believe the school is a model of excellence in nursing education that will also allow us to evaluate a blended, online/on-campus educational platform in a more focused setting,” Dr. Boston continued. “This transaction will advance our long-term strategic plan focused on high academic quality, pathways for improved student retention and enhanced health science and technology programs.”

In 2006, the college was approved by the Ohio Board of Nursing to offer a new Associate Degree in Nursing and a Practical Nursing Diploma. Today, Hondros College, Nursing Programs operates separately from the other Hondros entities to meet the educational needs of the rapidly growing nursing profession.

“Hondros College, Nursing Programs looks forward to joining with APEI to further extend and fulfill our mission,” said Linda Hondros, president of Hondros College, Nursing Programs. “We will continue to build upon our successes by leveraging APEI’s unique expertise in academics and its education technology to address the nursing profession’s educational needs, advance our nursing offerings, and work to provide innovative solutions for the many challenges facing the nation’s healthcare industry.”

Hondros College is accredited by the Accrediting Council of Independent Colleges and Schools (ACICS), the Commission on Collegiate Nursing Education (CCNE) and approved by the State Board of Career College & Schools, as well as the Ohio Board of Nursing (OBN). In addition, Hondros College, Nursing Programs has relationships with Ohio hospitals and health care facilities, and was honored as a Top Workplace in 2013 by the Dayton Daily News and by Columbus CEO Magazine.

“The highly qualified nursing faculty is comprised of knowledgeable and accomplished practitioners who are committed to student success and are passionate about achieving positive learning outcomes,” stated Dr. Karan Powell, provost of American Public University System. “Our team is truly impressed by the academic rigor, compassion, and professionalism found at Hondros College, Nursing Programs - it is exactly what one would expect to find in a focused and highly regarded nursing program.”

Hondros College, Nursing Programs reported revenues of approximately $23.8 million in the full-year 2012. American Public Education currently expects the acquisition to be accretive to earnings per diluted share in the full-year 2014. After the transaction closing, the change of control will also be subject to further approval of Hondros College, Nursing Programs’ accreditor and the U.S. Department of Education, as well as other bodies.

Hondros Family will continue to own and operate the Hondros College of Business that delivers education to the real estate, appraisal, insurance, financial services and home inspection industries.

American Public Education, Inc.

American Public Education, Inc. (NASDAQ: APEI) is a leading education services provider founded to prepare adult learners for service and leadership in a diverse global economy. The Company offers innovative and affordable educational programs and services to students, universities and partner organizations through wholly owned subsidiaries: American Public University System (APUS) and Hondros College, Nursing Programs (subject to transaction closing). These institutions serve over 100,000 adult learners worldwide and offer more than 90 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, nursing and liberal arts. For additional information, please visit http://AmericanPublicEducation.com.

Forward Looking Statements

Statements made in this press release regarding American Public Education, Inc., or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education, Inc. 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", "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forward-looking statements include, without limitation, statements regarding the ability to close the acquisition, obtaining post-closing approvals, and the benefits of the acquisition. Actual results 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, 2012 and other filings with the SEC, challenges in the integration of the business, or adverse licensing, regulatory or accreditor actions. 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.

CONTACT:
American Public Education, Inc.
Brian Muys
Associate Vice President, Public Relations
571-358-3145
or
Christopher L. Symanoskie
Vice President, Investor Relations
703-334-3880

EX-99.2

Exhibit 99.2

Conference Call August 28, 2013

Safe Harbor Statement LEARN. ADVANCE. LEAD. 2  Statements made in this presentation regarding American Public Education, Inc. or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education 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 are sometimes identified by words such as “ anticipate, ”“believe,” “could,“ “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would.”These forward-looking statements include, without limitation, statements in this presentation, as well as other statements regarding expected growth. Actual results 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, 2012 as filed with the SEC, quarterly report on Form 10-Q for the three months ended June 30, 2013 as filed with the SEC, and in the Company’s 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.

3 • APEI has entered into a definitive agreement to purchase 100% ownership interest in National Education Seminars Inc., operating as Hondros College, Nursing Programs • Purchase price is approximately $46 million in cash, subject to closing adjustments • The transaction closing is subject to various conditions, including accreditor and regulatory approvals • Transaction is expected to close in the Fourth Quarter 2013 • APEI is currently expected to have more than $80 million in cash and cashequivalents after the transaction closes

4 Serving approximately 1,500 students Four Campuses in Ohio: • Cincinnati/West Chester • Columbus/Westerville • Dayton/Fairborn • Cleveland/Independence Nursing Programs: • PN Program (on campus) • RN Program (on campus) • Online RN-BSN Completion Accreditations and Approvals: • Accrediting Council for Independent Colleges and Schools (ACICS) - www.acics.org. • Commission on Collegiate Nursing Education (CCNE). • Registered with the State Board of Career Colleges and Schools of Ohio (SBCCS). • Authorized by the Ohio Board of Regents (OBR) for the RN-to-BSN program.• Approved by the Ohio Board of Nursing (OBN) for the Associate Degree in Nursing and Practical Nursing Diploma programs.

5 • Successful completion of classroom and clinical programs results in the ability to take the exams required to practice as a LPN or RN. • Relationships with Ohio hospitals and healthcare facilities. • Memberships and affiliations: • The Center for Health Affairs • National Library of Medicine • National League of Nursing • Northeast Ohio Nursing Initiative • Ohio League of Nursing • Honored as a Top Workplace 2013 by the Dayton Daily News and Columbus CEO Magazine. • In 2006, the college was approved by the Ohio Board of Nursing to offer a new Associate Degree in Nursing and a Practical Nursing Diploma. • Today, the Hondros College, Nursing Programs operates separately from theother Hondros entities to meet the educational needs of the rapidly growing nursing profession.

6 • Broadens APEI’s emphasis on Health Science and Technology programs, as well as Science, Technology, Engineering and Mathematics (STEM) programs. • Allows APEI to evaluate a blended educational platform (on campus and online) in a more focused setting. • Leverage APEI’s unique strengths in academics and education technology to fulfill mission. • Advances APEI’s goal to diversify and address educational needs of growing degree fields. International Outreach Corporate, Agencies & Professional Associations Education Hosting Universities & Community Colleges Educational Vendors (eg: New Horizons) Support Services Non-Degree Credentialing  New Markets & Segments

Conference Call August 28, 2013