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): January 19, 2018
Strayer Education, Inc.
(Exact
Name of Registrant as Specified in Charter)
Maryland
(State
or Other Jurisdiction of Incorporation)
0-21039
|
52-1975978
|
(Commission
File Number)
|
(I.R.S. Employer Identification No.)
|
2303 Dulles Station Boulevard
Herndon, VA
20171
(Address of Principal Executive Offices) (Zip Code)
(703) 561-1600
(Registrant’s telephone
number, including area code)
Not Applicable
(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:
⊠
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))
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
⃞
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.
⃞
Item 5.07. Submission of Matters to a Vote of Security
Holders
On January 19, 2018, Strayer Education, Inc. (“
Strayer
”)
held a special meeting of stockholders (the “
Special Meeting
”)
in connection with the previously announced merger pursuant to the
Agreement and Plan of Merger, dated as of October 29, 2017, by and among
Strayer, Capella Education Company (“
Capella
”) and Sarg Sub
Inc., (“
Merger Sub
”), whereby Merger Sub, a wholly-owned
subsidiary of Strayer, will merge with and into Capella (the “
Merger
”). As
of December 11, 2017, the record date for the Special Meeting, there
were 11,167,425 shares of Strayer common stock, par value $0.01 per
share (“
Strayer common stock
”), outstanding and entitled to
vote at the Special Meeting. At the Special Meeting, a total of
10,384,073 shares of Strayer common stock were present in person or
represented by proxy, constituting a quorum to conduct business.
A summary of the voting results for each of the proposals listed below,
each of which is described in detail in Strayer’s definitive joint proxy
statement/prospectus filed with the U.S. Securities and Exchange
Commission on December 8, 2017 (the “
Proxy Statement
”), is
set forth below:
Proposal 1 – Share Issuance Proposal.
The stockholders
voted on the proposal to approve the issuance of shares of Strayer
common stock to shareholders of Capella in connection with the Merger.
Stockholders voted as follows:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
10,278,067
|
75,026
|
30,980
|
—
|
Accordingly, the proposal regarding issuance of Strayer common stock to
shareholders of Capella in connection with the Merger was approved.
Proposal 2 – Charter Amendment Proposal.
The stockholders
voted on the proposal to amend and restate Strayer’s charter to provide
for certain changes as shown in Annex B to the Proxy Statement (such
changes to include changing Strayer’s corporate name from “Strayer
Education, Inc.” to “Strategic Education, Inc.” and increasing the
number of shares of Strayer common stock that Strayer is authorized to
issue under its charter to 32,000,000). Stockholders voted as follows:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
10,247,691
|
106,011
|
30,371
|
—
|
Accordingly, the proposal to amend and restate Strayer’s charter was
approved. If Strayer and Capella do not consummate the Merger, Strayer
will not amend and restate the Strayer charter to effect the amendments
contemplated by the Charter Amendment Proposal, even though Strayer
stockholders have approved the Charter Amendment Proposal.
Proposal 3 – Adjournment Proposal.
Because a quorum was
present at the Special Meeting and each of Proposal 1 and Proposal 2
received the requisite votes needed for their approval, a vote on the
proposal to approve the adjournment of the Special Meeting, if necessary
or appropriate, including to solicit additional proxies in favor of
Proposal 1 and/or Proposal 2 if there were insufficient votes at the
time to approve either or both proposals, was not called.
Item 8.01. Other Events
On January 19, 2018, Strayer issued a press release announcing the
results of stockholder voting at the Special Meeting in connection with
the Merger. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Item 9.01. Other Events
(d) Exhibits
The following exhibit is filed as part of this Current Report on Form
8-K:
99.1
Press
release of Strayer dated January 19, 2018.
Forward Looking Statements
This communication contains certain forward-looking statements made
pursuant to the Private Securities Litigation Reform Act of 1995 (the “
Reform
Act
”). Such statements may be identified by the use of words such as
“expect,” “estimate,” “assume,” “believe,” “anticipate,” “will,”
“forecast,” “outlook,” “plan,” “project,” or similar words and may
include statements with respect to, among other things, the proposed
merger of a wholly-owned subsidiary of Strayer with and into Capella,
including the expected timing of completion of the Merger; the
anticipated benefits of the Merger, including estimated synergies; the
combined company’s plans, objectives and expectations; future financial
and operating results; and other statements that are not historical
facts. The statements are based on Strayer’s current expectations and
are subject to a number of assumptions, uncertainties and risks. In
connection with the safe-harbor provisions of the Reform Act, Strayer
has identified important factors that could cause Strayer’s actual
results to differ materially from those expressed in or implied by such
statements. The assumptions, uncertainties and risks include:
-
the risk that the Merger may not be completed in a timely manner or at
all due to the failure to satisfy other conditions (including
obtaining required regulatory and educational agency approvals) to
completion of the Merger;
-
the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement;
-
the outcome of any legal proceeding that may be instituted against
Strayer, Capella and others following the announcement of the Merger;
-
the amount of the costs, fees, expenses and charges related to the
Merger;
-
the risk that the benefits of the Merger, including expected
synergies, may not be fully realized or may take longer to realize
than expected;
-
the risk that the Merger may not advance the combined company’s
business strategy and growth strategy;
-
the risk that the combined company may experience difficulty
integrating Strayer’s and Capella’s employees or operations;
-
the potential diversion of Strayer’s management’s attention resulting
from the proposed Merger; and
-
other risks and uncertainties identified in Strayer’s filings with the
Securities and Exchange Commission.
Actual results may differ materially from those projected in the
forward-looking statements. Strayer undertakes no obligation to update
or revise forward-looking statements.
Additional Information and Where to Find It
Investors and security holders are urged to carefully review and
consider each of Strayer’s and Capella’s public filings with the
Securities and Exchange Commission (the “
SEC
”), including
but not limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. The documents filed by Strayer with the SEC may be
obtained free of charge at Strayer’s website at
www.strayereducation.com, in the “Investor Relations” tab at the top of
the page, or at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from Strayer by requesting them in
writing to 2303 Dulles Station Boulevard, Herndon, VA 20171. The
documents filed by Capella with the SEC may be obtained free of charge
at Capella’s website at www.capellaeducation.com, in the “Investor
Relations” tab at the top of the page, or at the SEC’s website at
www.sec.gov. These documents may also be obtained free of charge from
Capella by requesting them in writing to 225 South 6th Street, 9th
Floor, Minneapolis, Minnesota 55402.
In connection with the proposed transaction, on November 20, 2017,
Strayer filed a registration statement on Form S-4 with the SEC which
included a joint proxy statement of Strayer and Capella and a prospectus
of Strayer. The registration statement was amended on December 4, 2017
and declared effective on December 8, 2017. On January 19, 2018 at their
respective special meetings, Strayer’s stockholders approved the
issuance of Strayer common stock and the amendment and restatement of
Strayer’s charter, each in connection with the Merger, and Capella
shareholders approved the Agreement and Plan of Merger, dated as of
October 29, 2017, by and among the Company, Capella and Merger Sub.
INVESTORS AND SECURITY HOLDERS OF STRAYER AND CAPELLA ARE URGED TO
CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders can obtain the registration
statement and the Proxy Statement free of charge from the SEC’s website
or from Strayer or Capella as described above. The contents of the
websites referenced above are not deemed to be incorporated by reference
into the registration statement or the Proxy Statement.
No Offer or Solicitations
This document shall not constitute an offer to sell or buy or the
solicitation of an offer to buy or sell any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933.
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.
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STRAYER EDUCATION, INC.
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Date:
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January 19, 2018
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By:
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/s/ Daniel W. Jackson
|
|
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Daniel W. Jackson
|
|
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Executive Vice President and Chief Financial
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Officer
|
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