Current Report Filing (8-k)
June 14 2018 - 4:14PM
Edgar (US Regulatory)
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): June 11, 2018
American
Public Education, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33810
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01-0724376
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(state or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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111 W. Congress Street
Charles Town, West Virginia
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25414
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304-724-3700
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number,
including area code)
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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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 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.
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Item 4.01
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Changes in Registrant’s Certifying Accountant.
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(a) Dismissal
of Independent Registered Public Accounting Firm
On June 11, 2018, the Audit Committee
(the “Committee”) of the Board of Directors of American Public Education, Inc. (the “Company”) dismissed
RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm, effective immediately.
The audit reports of RSM on the financial
statements of the Company as of and for the years ended December 31, 2017 and 2016 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31,
2017 and 2016, and the subsequent interim period through June 11, 2018, there were no: (i) “disagreements,” as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between the Company and RSM on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of RSM, would have caused RSM to make reference in connection with their opinion to the subject
matter of the disagreement; or (ii) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided RSM with a copy
of this Current Report on Form 8-K and requested that RSM furnish the Company with a letter addressed to the US Securities and
Exchange Commission stating whether it agrees with the statements contained herein. A copy of RSM’s letter, dated June 14,
2018, is filed as Exhibit 16.1 to this Form 8-K.
(b) Engagement
of New Independent Registered Public Accounting Firm
On June 11, 2018, following the conclusion
of a competitive review process undertaken at the direction of the Audit Committee, the Audit Committee approved the engagement
of Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm for the fiscal year
ending December 31, 2018. During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period
through June 11, 2018, neither the Company, nor anyone on its behalf, has consulted Deloitte with respect to: (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided
to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
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Item 9.01
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Financial Statements and Exhibits.
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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.
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American Public Education, Inc.
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By:
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/s/ Richard W. Sunderland, Jr.
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Richard W. Sunderland, Jr.
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Executive Vice President and Chief Financial Officer
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Date: June 14, 2018
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