Current Report

0001553350-17-000160.txt : 20170209 0001553350-17-000160.hdr.sgml : 20170209 20170209163648 ACCESSION NUMBER: 0001553350-17-000160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170208 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170209 DATE AS OF CHANGE: 20170209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE LEARNING Corp CENTRAL INDEX KEY: 0001394638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 204456503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52883 FILM NUMBER: 17588057 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32095 BUSINESS PHONE: 904-824-3133 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32095 FORMER COMPANY: FORMER CONFORMED NAME: B2 HEALTH, INC. DATE OF NAME CHANGE: 20070327 8-K 1 clcn_8k.htm CURRENT REPORT Current Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2017

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CREATIVE LEARNING CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

000-52883

20-4456503

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

701 Market Street, Suite 113

St. Augustine, FL

32095

(Address of Principal Executive Offices)

(Zip Code)

(904) 824-3133

(Registrant’s telephone number, including area code)

______________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 8, 2017, Creative Learning Corporation (the “Company” or “CLC”) issued a press release announcing that the deadline for Brian Pappas and FranVentures, LLC (together, “Pappas”) to deliver the written consents needed to effect Pappas’ attempt to remove without cause all of the current members of the CLC board of directors (the “Board”) and replace them with candidates proposed by Pappas had expired on February 7, 2017.

Pappas first delivered to the Company a Notice of Proposed Action by Written Consent of Stockholders on December 9, 2016. Pappas solicited written consents to take the following actions (the “Pappas Proposals”) without a meeting of the Company’s stockholders:

Proposal 1: Remove without cause Michael Gorin, Charles Grant, JoyAnn Kenny-Charlton and Joseph Marucci, and any person (other than those elected by Pappas’ consent solicitation) elected or appointed to the Board to fill any vacancy on the Board or any newly created directorships on or after December 9, 2016 and prior to the effective date of the Pappas Proposals.

Proposal 2: Elect Walter Ramsley, Mark D. Shaw and David K. Waldman (or, if any such nominee is unable or unwilling to serve as a director of the Company, any other person designated as a nominee by the remaining nominee or nominees) to serve as directors of the Company.

The Company filed its Definitive Consent Revocation Statement in connection with Pappas’ consent solicitation with the U.S. Securities and Exchange Commission on January 10, 2017. In its Definitive Consent Revocation Statement, the Company opposed each of the Pappas Proposals and solicited revocations of any consents executed by CLC stockholders in connection with Pappas’ consent solicitation.

Under Section 228 of the General Corporation Law of the State of Delaware, the Pappas Proposals would have become effective if valid, unrevoked consents signed by the holders of record of a majority of the shares of the Company’s common stock outstanding as of the close of business on December 9, 2016, the record date for Pappas’ consent solicitation (the “Record Date”), had been delivered to the Company within 60 days of the earliest dated written consent delivered to the Company. The earliest dated written consent was delivered to the Company by FranVentures, LLC on December 9, 2016. Accordingly, in order for the Pappas Proposals to become effective, the requisite number of written consents needed to be delivered to the Company by no later than February 7, 2017.

As of the Record Date, 12,001,409 shares of CLC common stock were outstanding. As of February 7, 2017, the written consent delivered to the Company by FranVentures, LLC, representing 1,838,429 shares of CLC common stock as of the Record Date, or approximately 15.3% of the total number of shares of CLC common stock outstanding as of the Record Date, was the only written consent delivered to the Company in connection with Pappas’ consent solicitation. No WHITE consent cards in favor of the Pappas Proposals were delivered to the Company. Accordingly, the number of written consents delivered to the Company in connection with Pappas’ consent solicitation was insufficient to approve either of the Pappas Proposals.

Item 8.01 Other Events.

As described in Item 5.07 above, on February 8, 2017, the Company issued a press release announcing that the deadline for Pappas to deliver the requisite written consents in connection with Pappas’ consent solicitation had expired on February 7, 2017, and that the number of written consents delivered to the Company was insufficient to approve either of the Pappas Proposals.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued February 8, 2017.

SIGNATURE

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.


Dated: February 9, 2017
	CREATIVE LEARNING CORPORATION


	By:	/s/ Christian Miller
		Name: Christian Miller
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release issued February 8, 2017.

EX-99.1 2 clcn_ex99z1.htm PRESS RELEASE Press Release

EXHIBIT 99.1

PRESS RELEASE

CREATIVE LEARNING CORPORATION

ST. AUGUSTINE, FL

FEBRUARY 8, 2017

PROXY CONTEST CONCLUDES WITH NO CHANGE IN THE BOARD OF DIRECTORS OF CREATIVE LEARNING CORPORATION; COMPANY TO PRESS FORWARD WITH IMPORTANT INITIATIVES

Creative Learning Corporation (OTCQX: CLCN) (“CLC” or the “Company”) announced today that the proxy contest of Brian Pappas and FranVentures has failed and that there will be no change in the Company’s Board of Directors (the “Board”). CLC Board Chairman Chuck Grant said, “With the disruption of the proxy contest behind us, we are happy now to be able to concentrate all our energy upon several important initiatives to increase franchise sales, grow franchisee success and enhancing our wonderful brand and educational methods. This is all designed to significantly increase profitability and shareholder value.” To this end, the Company is proceeding immediately with several important initiatives that it has been developing.

First, the Company is taking concrete steps to advance its commitment to provide strong support for its franchisee base to bolster their success, enhance the Company’s brand, and build upon the Company’s royalty flow. To this end, last week, the Company released its 2017 Curriculum and Marketing plan, and Company COO Karla Kretsch announced:

new strategies for coordination and communication with franchisees;

plans for the development and distribution of new tools to assist franchisees with sales and business operations;

refocused curriculum development; and

enhanced marketing efforts to more effectively reach CLC’s target market and to foster brand and business growth.

Second, the Company’s Board is pressing forward on multiple fronts with its effort to obtain supplemental funding to provide additional working capital.

In the near future, the Company will announce additional steps it is taking to improve the Company’s operations and profitability.

* * *

Stockholders who desire to receive copies of CLC press releases directly from the Company should register by emailing the Company at: investorrelations@creativelearningcorp.com. Inquiries regarding this press release should also be directed to that web address.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in the forward-looking statements.

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