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
May 27, 2015
Date of Report
(Date of Earliest
Event Reported)
PCS EDVENTURES!.COM, INC.
(Exact name of Registrant as specified in its
Charter)
IDAHO |
000-49990 |
82-0475383 |
(State or Other Jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Incorporation) |
|
|
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Address of Principal Executive
Offices)
(208) 343-3110
(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):
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant
to Rule 14-a-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))
REFERENCES
References in this Current Report to PCS Edventures!.com,
Inc., refer to the Registrant and its subsidiaries, including the words “PCS”, “PCSV”, “we”,
“our”, “us” and words of similar import.
FORWARD-LOOKING STATEMENTS
Except for historical facts, all matters discussed
in the Press Release attached to this Current Report, which are forward-looking, involve a high degree of risk and uncertainty.
Certain statements in this Press Release set forth management’s intentions, plans, beliefs, expectations, or predictions
of the future based on current facts and analyses. When we use the words “believe”, “expect”, “anticipate”,
“estimate”, “intend” or similar expressions, we intend to identify forward-looking statements. You should
not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated in such
statements, due to a variety of factors, risks and uncertainties. Potential risks and uncertainties include, but are not limited
to, competitive pressures from other companies within the Educational Industries, economic conditions in the Company’s primary
markets, exchange rate fluctuation, reduced product demand, increased competition, inability to produce required capacity, unavailability
of financing, government action, weather conditions and other uncertainties, including those detailed in the Company’s SEC
filings. The Company assumes no duty to update forward-looking statements to reflect events or circumstances after the date of
such statements.
Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.
On May 27, 2015,
we appointed Ms. K. Sue Redman to our Board of Directors.
Ms. Redman is 58 years of age. She is an Executive
Professor in the Accounting Department of Mays Business School at Texas A&M University and she is also the President of Redman
Advisors LLC, a private consulting firm specializing in the areas of enterprise risk management, corporate finance, accounting
and strategy.
Ms. Redman was a Director from 2006 to 2013
of Apollo Group, Inc., a publicly held education provider with annual revenues of $4 billion and traded on NASDAQ. She was the
chair of the Audit Committee and member of the Finance, Special Litigations, and Compensation Committees of the Board. She is also
the author of several audit committee and governance articles, including “What Qualities Make a Sound Financial Expert”
(published in Compliance Week) and “A First Step in Audit Committee Effectiveness” (published in Directors and Boards).
From 2004 to 2008, Ms. Redman was the Senior
Vice President and Chief Financial Officer/Chief Operating Officer of Texas A&M University, the nation’s seventh largest
university with an operating budget of $1.2 billion. Previously, from 1999 to 2004, Ms. Redman was the Vice President and Corporate
Controller of AdvancePCS, a leading provider of health improvement services, including pharmacy benefit management services with
annual revenues of $14 billion and traded on NASDAQ. She also served as Lead Engagement Partner from 1980 to 1999, at PricewaterhouseCoopers,
for multinational and national clients, including retail, energy, engineering and construction and private equity.
Ms. Redman earned a Bachelor of Business Administration
in accounting from Texas A&M University and is a Certified Public Accountant in Texas, Arizona and California. She is a member
of the AICPA, National Association of Corporate Directors, Women Corporate Directors and the Southwest Audit Committee Network.
Ms. Redman was selected to serve on the Board
of Directors based on her corporate and board experience, and she will assist with compliance, strategy, and growth of PCS Edventures.
Ms. Redman will be eligible for compensation
as an outside director in the amount of $15,000 in “Restricted Stock Units” under our 2009 Stock Incentive Plan, subject
to the terms of the standard Board approved awards for outside directors. Such units would not be vested until after one year of
service on the Board and re-election at the Fiscal Year 2015 Annual Meeting.
There are no family relationships between Ms.
Redman and any other director, nominee to become a director or any executive officer of the Company.
Item 7.01 Regulation
FD Disclosure.
See Item 9.01, Exhibit
99.1
The
information contained in this Item 7.01 and in Exhibit
99.1 is being furnished, 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 liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit
99.1 shall not be deemed to be incorporated by reference
into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit No. Exhibit Description
| 99.1 | Press Release dated June 1, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto
duly authorized.
PCS EDVENTURES!.COM, INC.
Dated: |
June 1, 2015 |
|
By: |
/s/ Robert Grover |
|
|
|
|
Robert Grover |
|
|
|
|
CEO |
Contact |
|
Robert Grover |
FOR IMMEDIATE RELEASE
June 1, 2015 |
Telephone |
|
800-429-3110 ext. 101 |
Email |
|
Robert@Edventures.com |
Website |
|
www.Edventures.com |
PCS
Edventures Announces Strengthened Audit Committee
PCSV discusses
new Board appointment.
Boise, Idaho, June 1, 2015 -- PCS Edventures!.com,
Inc. (PCSV), a leading provider of K-12 Science, Technology, Engineering and Mathematics (STEM) programs, today announced the addition
of a new outside Director to its Board.
Murali Ranganathan, Director and Audit Committee
Chair stated, “We welcome the addition of K. Sue Redman to our Board and Audit Committee. Her CPA and ‘Financial Expert’
status as well as her experience as Audit Chair of a NASDAQ Education company will be valued assets for PCS Edventures.”
Ms. Redman is an Executive Professor
in the Accounting Department of Mays Business School at Texas A&M University. Ms. Redman is also the President of Redman Advisors
LLC, a private consulting firm specializing in the areas of enterprise risk management, corporate finance, accounting and strategy.
Ms. Redman was a Director from 2006 to 2013
of Apollo Group, Inc., a publicly held education provider with annual revenues of $4 billion and which traded on NASDAQ. She was
the chair of the Audit Committee and member of the Finance, Special Litigations, and Compensation Committees of the Board. She
is the author of several audit committee and governance articles, including “What Qualities Make a Sound Financial Expert”
(published in Compliance Week) and “A First Step in Audit Committee Effectiveness” (published in Directors and Boards).
From 2004 to 2008, Ms. Redman was the Senior
Vice President and Chief Financial Officer/Chief Operating Officer of Texas A&M University, the nation’s seventh largest
university with an operating budget of $1.2 billion. Previously, from 1999 to 2004, Ms. Redman was the Vice President and Corporate
Controller of AdvancePCS, a leading provider of health improvement services, including pharmacy benefit management services with
annual revenues of $14 billion and which also traded on NASDAQ.
Ms. Redman served as Lead
Engagement Partner from 1980 to 1999, at PricewaterhouseCoopers for multinational and national clients, including retail, energy,
engineering and construction and private equity.
Ms. Redman earned a Bachelor of Business Administration
in accounting from Texas A&M University and is a Certified Public Accountant in Texas, Arizona and California. Ms. Redman is
a member of the AICPA, National Association of Corporate Directors, Women Corporate Directors and the Southwest Audit Committee
Network.
Britt Ide, PCSV Board Chair, said, “We
are delighted to have Sue join our Board and our Audit Committee. We value her audit, compliance, finance, education, and operational
experience AND her passion for STEM education. Our expanded Board is well-positioned to support the growth strategy of PCS Edventures.”
About PCS Edventures!
PCS Edventures!.com, Inc. (PCS) designs and
delivers educational products and services to the K-12 market that develop 21st century skills. PCS programs emphasize hands-on
experiences in Science, Technology, Engineering, Arts, and Math (STEAM) and have been deployed at over 7,000 sites in all 50 United
States and 17 foreign countries. Additional information on our STEAM products is available at http://www.edventures.com.
PCS Edventures is headquartered in Boise,
Idaho, and its common stock is listed on the OTC Pink platform under the symbol "PCSV."
Forward-Looking Statement Disclaimer
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. In some cases, you can identify forward-looking statements by the following words: “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“should,” “will,” “would,” or the negative of these terms or other comparable terminology,
although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance
or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be
achieved. Forward-looking statements are based on information available at the time the statements are made and involve known
and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements
to be materially different from the information expressed or implied by the forward-looking statements in this press release.
This press release should be considered in light of all filings of the Company that are contained in
the Edgar Archives of the Securities and Exchange Commission at www.sec.gov.
Contact Information:
Investor Contact:
Robert Grover (800) 429-3110, robert@edventures.com
Investor
Relations Web Site: www.edventures.com/investorshttp://www.edventures.com/investors
http://www.edventures.com/investors
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