UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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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 24, 2007
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Lincoln Educational Services Corporation
(Exact Name of Registrant as Specified in Charter)
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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 (Zip Code)
offices)
Registrant's telephone number, including area code: (973) 736-9340
Not Applicable
(Former name or former address, if changed since last report)
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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:
[ ] 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 1.01 Amendment of Material Definitive Agreements
Effective as of January 24, 2007, Lincoln Educational Services Corporation
(the "Company") has entered into new employment agreements (the "New
Agreements") with David F. Carney, Lawrence E. Brown, Shaun E. McAlmont, Scott
M. Shaw and Cesar Ribeiro (the "Executives").
Changes in Titles and Duties. Under their respective New Agreements, Mr.
Brown will assume the title and duties of Vice Chairman of the Company; Mr.
McAlmont will assume the title and duties of President and Chief Operating
Officer of the Company; and Mr. Shaw will assume to title and duties of
Executive Vice President of the Company. The titles of Messrs. Carney and
Ribeiro will remain unchanged.
Employment Period. The New Agreements provide that each Executive's
employment will terminate on December 31, 2008, unless terminated or extended in
accordance with his employment agreement as previously disclosed, with respect
to Messrs. Carney, Brown, Shaw and Ribeiro, in the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on June
21, 2005 (the "Registration Statement") and, with respect to Mr. McAlmont, the
Company's Form 8-K filed with the Securities and Exchange Commission on October
2, 2006 ("October 2nd Form 8-K", and such agreements, the "Original
Agreements").
Compensation and Benefits. Messrs. Carney, Brown, McAlmont, Shaw and
Ribeiro will be paid a minimum annual base salary of $385,000; $340,000;
$300,000; $290,000 and $275,000 per annum, respectively.
Involuntary Termination. In the event of an Involuntary Termination, as
defined in their Original Agreements, Messrs. Shaw and Ribeiro will each receive
an amount equal to one and one half times (rather than one times) (i) the amount
of his base salary, as is then in effect, plus (ii) the average of his annual
bonus paid to him for the two years immediately prior to the year in which such
resignation occurs.
Except as noted above, the New Agreements do not differ in any material
respect from the terms of the Original Agreements.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 24, 2007, the Company announced the promotion of Shaun E.
McAlmont from Executive Vice President and President of Online to President and
Chief Operating Officer. Mr. McAlmont, age 41, has served as Executive Vice
President and President of Online since July 2006. Prior to that date, Mr.
McAlmont served as Group Vice President of the Company. Prior to joining the
Company in April 2005, Mr. McAlmont spent 6 years as an executive with the Alta
Colleges Corporation serving as President of Westwood College Online and prior
to that as Regional Vice President of five Westwood College Campuses. Mr.
McAlmont earned his Bachelors of Science degree from Brigham Young University
and his Masters of Arts degree in Education Administration from the University
of San Francisco.
In connection with Mr. McAlmont's appointment to the position of President
and Chief Operating Officer, his employment agreement with the Company has been
amended as described in Item 1.01, above. Except as modified above, the material
terms of Mr. McAlmont's original employment agreement with the Company have been
previously disclosed in the October 2nd Form 8-K. The descriptions of the
material terms of Mr. McAlmont's employment agreement included in Item 1.01
above and Item 1.01 of the October 2nd Form 8-K are incorporated by reference
herein.
On January 24, 2007, the Company issued a press release announcing the
promotion of Mr. McAlmont a copy of which is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of Lincoln Educational Services Corporation dated
January 24, 2007
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: January 30, 2007
By: /s/ Cesar Ribeiro
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Name: Cesar Ribeiro
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
Exhibit 99.1
For Immediate Release
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Lincoln Educational Services Corporation Announces
Management Changes
Shaun McAlmont Promoted to President and Chief Operating Officer
West Orange, N.J., January 24, 2007 -- Lincoln Educational Services Corporation
(Nasdaq: LINC) ("Lincoln") today announced the following management changes:
Shaun McAlmont has been promoted to President and Chief Operating Officer. Mr.
McAlmont, who previously served as Executive Vice President and President of
Online, will replace Lawrence E. Brown, who will assume the new role of Vice
Chairman. "I asked Shaun to take on this new role as we continue laying the
foundation for the next stages of growth for our Company," stated David F.
Carney, Chairman and CEO. "In his new capacity, Shaun will become responsible
for all the company's operations. Shaun has led the repositioning of our
marketing and product development effort, and in his new capacity, he will be in
a position to fully implement these changes throughout all of our operations."
Mr. Carney further stated "As Vice Chairman, Larry will assume new
responsibilities including guiding the Company's relationships with strategic
partners. Larry will also work closely with Shaun to ensure a smooth
transition."
"In addition, I've promoted Scott M. Shaw, previously a Senior Vice President,
to Executive Vice President, reflecting his continued strong contributions to
our business. Mr. Shaw will assume responsibility for Human Resources and Legal
in addition to his current responsibility for Strategic Planning and Business
Development," stated Mr. Carney.
Both Mr. McAlmont and Mr. Shaw will continue to report to Mr. Carney. "These
management changes will help position our Company for continued success and
reflect the important roles that my senior management team will play in both our
strategy and operations going forward. We are confident we are taking the right
steps to position the company's leadership team for solid growth over the
long-term and we look forward to sharing our 2007 plans with the investment
community in early March," Mr. Carney added.
Mr. McAlmont stated, "We have a unique opportunity at Lincoln to offer our
students the most effective path to multiple career opportunities and to provide
them with the ability to advance their education over time as far as they wish.
We will continue to leverage our diversified programs through online education
initiatives allowing students to further their education from any starting
point. Our prime objectives in 2007 will focus on serving our customers,
supporting our staff and producing results that benefit our shareholders. I am
excited to play such an important role with a great company and I look forward
to helping build one of the leading post secondary education companies in the
U.S."
Mr. Carney added, "We look forward to expanding our March earnings call to
include a comprehensive review of operations in addition to our 2007 outlook and
guidance. I have asked Shaun to review all of our operations and he and other
members of the management team will share their thoughts and provide additional
color on our initiatives."
About Lincoln Educational Services Corporation
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Lincoln is a leading and diversified for-profit provider of career-oriented
post-secondary education. The Company offers recent high school graduates and
working adults degree and diploma programs in five principal areas of study:
automotive technology, health sciences (which includes programs for licensed
practical nursing, medical administrative assistants, medical assistants, dental
assistants, and pharmacy technicians), skilled trades, business and information
technology and hospitality 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 College of Technology, Lincoln
Technical Institute, Denver Automotive and Diesel College, Nashville Auto-Diesel
College, Southwestern College, New England Technical Institute, Euphoria and
Lincoln College Online. Lincoln had a combined average enrollment of
approximately 18,400 students as of September 30, 2006.
STATEMENTS IN THIS PRESS RELEASE REGARDING LINCOLN'S BUSINESS WHICH ARE NOT
HISTORICAL FACTS MAY BE "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 LINCOLN'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2005. ALL FORWARD-LOOKING STATEMENTS ARE QUALIFIED IN THEIR
ENTIRETY BY THIS CAUTIONARY STATEMENT, AND LINCOLN UNDERTAKES NO OBLIGATION TO
REVISE OR UPDATE THIS NEWS RELEASE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE
DATE HEREOF.