Form 8-K ROSETTA STONE INC For: Mar 05
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): March 5, 2018
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34283 | 43837082 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
1621 North Kent Street, Suite 1200, Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
703-387-5800
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On March 5, 2018, the board of directors (the “Board” ) of Rosetta Stone Inc. (the “Company”) unanimously voted to increase the size of its Board by one seat to eight members and appointed George A. Logue as a director effective March 5, 2018. Mr. Logue was assigned to Class III of the Company’s classified board. The next election of Class III directors will be at the Company’s 2018 Annual Meeting of the Stockholders ( “2018 Annual Meeting”). Mr. Logue was also appointed to serve on the Compensation Committee of the Board. Following Mr. Logue’s appointment, the members of the Compensation Committee are David Nierenberg, Patrick Gross, Caroline Tsay, Jessie Woolley-Wilson and Mr. Logue.
As a director, Mr. Logue will participate in the standard non-employee director compensation arrangements described under the heading “Director’s Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2017. Mr. Logue’s award will be pro-rated for services to be rendered through May 19, 2018. Mr. Logue will also receive the same indemnification as the Company’s other non-employee directors, pursuant to an agreement in the form of that filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on September 23, 2008 (File No. 333-153632).
Mr. Logue has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Biographical information with respect to Mr. Logue is contained in a copy of the press release in which his election was announced, attached hereto as Exhibit 99.1 and incorporated herein by reference.
Director Notice Not to Stand for Re-election
On March 5, 2018, Caroline Tsay provided notice to the Company of her decision not to stand for re-election to the Board at the 2018 Annual Meeting. Ms. Tsay has been a member of the Board since 2014 and serves as Chair of the Business Advisory Committee and on the Compensation Committee of the Board. Ms. Tsay confirmed that her decision to resign was for personal reasons and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description of Exhibit | |
99.1 | ||
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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.
Date: March 7, 2018
ROSETTA STONE INC. | ||
By: | /s/ Sonia Galindo | |
Name: Sonia Galindo | ||
Title: General Counsel and Secretary | ||
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Exhibit 99.1
Rosetta Stone Inc. Appoints Education Industry Veteran
George A. Logue to Board of Directors
ARLINGTON, VA (March 7, 2018) - Rosetta Stone Inc. (NYSE: RST) today announced that George A. Logue has been elected to Rosetta Stone’s Board of Directors. Mr. Logue is a seasoned executive with over 40 years of experience in the education industry and brings a wealth of knowledge that will contribute to the company’s language and literacy businesses.
“Having worked with George as a consultant since last June, I have been impressed with his education industry knowledge and his practical ability to apply that know-how as we grow our business," said John Hass, Chairman, President and Chief Executive Officer, Rosetta Stone. "I am excited that George will now bring his expertise to the Board.”
Before becoming an independent management consultant advising education technology companies, he served in a number of executive roles with Cambium Learning Group, Inc., including as President of the Voyager Sopris Learning business segment and President of the Sopris Learning business unit. Mr. Logue has also served in leadership positions with Houghton Mifflin Company, including President of the School Division and Senior Vice President for Sales and Marketing. He holds a Bachelor of Science in Education from Boston University and a Master's in Education from Bridgewater State University.
"I’ve had the opportunity to spend significant time at Rosetta Stone, especially within Lexia Learning, and I am excited about the opportunity to continue to help the team expand the entire company's reach in the education space and improve outcomes for millions of learners," said Mr. Logue.
Current Rosetta Stone Board member Caroline Tsay has notified the company of her decision not to stand for re-election at the 2018 annual meeting of stockholders.
“The Board and I would also like to thank Caroline for her service and will miss her valuable contributions to the Board,” Hass added. “We wish her well in her current and future endeavors.”
About Rosetta Stone Inc.
Rosetta Stone Inc. (NYSE: RST) is dedicated to changing people’s lives through the power of language and literacy education. The company’s innovative digital solutions drive positive learning outcomes for the inspired learner at home or in schools and workplaces around the world.
Founded in 1992, Rosetta Stone’s language division uses cloud-based solutions to help all types of learners read, write, and speak more than 30 languages. Lexia Learning, Rosetta Stone's literacy education division, was founded more than 30 years ago and is a leader in the literacy education space. Today, Lexia helps students build fundamental reading skills through its rigorously researched, independently evaluated, and widely respected instruction and assessment programs.
For more information, visit www.rosettastone.com. “Rosetta Stone” is a registered trademark or trademark of Rosetta Stone Ltd. in the United States and other countries.
Media Contact:
Michelle Alvarez
703-387-5862
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Rosetta Stone's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.