View:
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): May 22, 2006
--------------------
Lincoln Educational Services
Corporation
(Exact Name of Registrant as Specified in Charter)
--------------------
New Jersey 000-51371 57-1150621
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 Executive Drive, Suite 340
West Orange, New Jersey 07052 07052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 736-9340
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))
- --------------------------------------------------------------------------------
================================================================================
Item 2.01 Completion of Acquisition or Disposition of Assets
--------------------------------------------------
On May 22, 2006, Lincoln Educational Services Corporation, a New Jersey
corporation (the "Company"), issued a press release announcing that it has
completed the acquisition of New England Institute of Technology at Palm Beach,
Inc., a Florida corporation ("NET"). The Company, through its wholly owned
subsidiary Lincoln Technical Institute, Inc., a New Jersey corporation ("LTI"),
purchased all of the outstanding shares of NET from Richard I. Gouse, Andrew T.
Gouse (individually and as Trustee of the Carolyn Beth Gouse Irrevocable Trust),
Seth A. Kurn and Steven L. Meltzer, all shareholders of NET, for an adjusted
purchase price of approximately $34.5 million in cash plus the assumption of a
$7.2 million mortgage. A copy of the Stock Purchase Agreement, dated as of March
30, 2006, among LTI, Richard I. Gouse, Andrew T. Gouse (individually and as
Trustee of the Carolyn Beth Gouse Irrevocable Trust), Seth A. Kurn and Steven L.
Meltzer was filed as Exhibit 10.17 to the Company's Form 10-Q for the quarter
ending March 31, 2006 and is being incorporated by reference herein as Exhibit
99.1. A copy of the press release announcing the completion of the acquisition
is filed herewith as Exhibit 99.2 and attached hereto.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(c) Exhibits
99.1 Stock Purchase Agreement, dated as of March 30, 2006, among
Lincoln Technical Institute, Inc., and Richard I. Gouse,
Andrew T. Gouse (individually and as Trustee of the Carolyn
Beth Gouse Irrevocable Trust), Seth A. Kurn and Steven L.
Meltzer (incorporated by reference to Exhibit 10.17 to the
Company's Form 10-Q for the quarter ended March 31, 2006 and
filed with the SEC on May 15, 2006).
99.2 Press release of Lincoln Educational Services Corporation
dated May 22, 2006.
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.
LINCOLN EDUCATIONAL SERVICES
CORPORATION
Date: May 25, 2006
By: /s/ Cesar Ribeiro
----------------------------------------
Name: Cesar Ribeiro
Title: Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description of Document
- ----------- -----------------------
99.1 Stock Purchase Agreement, dated as of March 30, 2006, among
Lincoln Technical Institute, Inc., and Richard I. Gouse,
Andrew T. Gouse (individually and as Trustee of the Carolyn
Beth Gouse Irrevocable Trust), Seth A. Kurn and Steven L.
Meltzer (incorporated by reference to Exhibit 10.17 to the
Company's Form 10-Q for the quarter ended March 31, 2006 and
filed with the SEC on May 15, 2006).
99.2 Press release of Lincoln Educational Services Corporation
dated May 22, 2006.
Exhibit 99.2
FOR IMMEDIATE RELEASE
LINCOLN EDUCATIONAL COMPLETES ACQUISITION OF NEW ENGLAND INSTITUTE
OF TECHNOLOGY AT PALM BEACH
WEST ORANGE, N.J., May 22, 2006 - Lincoln Educational Services Corporation
(NASDAQ: LINC) ("Lincoln") today announced that it has completed its acquisition
of New England Institute of Technology at Palm Beach, Inc. ("NET") for $34.5
million in cash plus the assumption of a $7.2 million mortgage. The institution
will be re-branded as Lincoln College of Technology. The acquisition is expected
to be earnings neutral because of amortization of student contracts in 2006.
"We are pleased to close on this key transaction, which will extend our
geographic footprint into Palm Beach County, Florida, one of the nation's
fastest-growing regions," commented David Carney, Chairman and CEO. "We will
immediately go to work in further building on the college's excellent reputation
through the addition of Lincoln's marketing, operating and management resources.
This is a solid growth opportunity that will benefit our shareholders over
time."
Founded in 1982, NET is the oldest and largest proprietary career college in
Palm Beach County, Florida, one of the nation's fastest growing markets. NET
currently serves over 1,200 students through two divisions, New England Tech and
the Florida Culinary Institute. NET's two campuses are located in West Palm
Beach and Mangonia Park. NET's program curriculum includes bachelor's degree,
associate's degree, diploma programs, and continuing education certificates in
Culinary Arts, Automotive Technology, Skilled Trades, Health Sciences, Business
and IT, and Cosmetology.
About Lincoln Educational Services Corporation
Lincoln is a leading and diversified for-profit provider of career-oriented
post-secondary education. It offers recent high school graduates and working
adults degree and diploma programs in five principal areas of study: automotive
technology, skilled trades, business and information technology and health
sciences (which includes programs for medical administrative assistants, medical
assistants, pharmacy technicians) and Spa and Culinary services. Lincoln has
provided the workforce with skilled technicians since its inception in 1946.
Lincoln currently operates 37 campuses in 17 states under eight brands: Lincoln
Technical Institute, The Cittone Institute, CEI, Denver Automotive and Diesel
College, Nashville Auto-Diesel College, Southwestern College, New England
Technical Institute, Lincoln College of Technology at Palm Beach, Inc. and
Euphoria Institute of Beauty Arts and Sciences. Lincoln had an average
enrollment of approximately 17,700 students as of March 31, 2006.
Contacts:
Investors: Press or Media:
Brad Edwards Jennifer Gery
Brainerd Communicators, Inc. Brainerd Communicators, Inc.
212-986-6667 212-986-6667
# # #