Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
(CUSIP Number)
Scott R. Haber
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111
(415) 391-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Learning Group LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
4,665,083 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
4,665,083 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
4,665,083 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
15.0%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010. See Item 5 of this Schedule 13D.
Page 2 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Learning Group Partners |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
California
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
399,171 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
399,171 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
399,171 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
1.3%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
PN |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010. See Item 5 of this Schedule 13D.
Page 3 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Hampstead Associates, L.L.C. |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
1,522 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
1,522 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,522 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
Less than 0.1%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010. See Item 5 of this Schedule 13D.
Page 4 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Cornerstone Financial Group LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF, WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
California
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
0 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
0% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
Page 5 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Knowledge Industries LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
California
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
0 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
0% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
Page 6 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Knowledge Universe Learning Group LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
4,374 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
7,415,083 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
4,374 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
7,415,083 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
7,419,457 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
21.9%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010, assuming the conversion of the Special Stock into shares of Common Stock. See Item 5 of this Schedule 13D.
Page 7 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Knowledge Universe LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
California
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
1,522 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
1,522 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,522 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
Less than 0.1%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010. See Item 5 of this Schedule 13D.
Page 8 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
KCDL Holdings LLC |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Delaware
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
2,750,000 shares (Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
0 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
2,750,000 shares (Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,750,000 shares (Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
8.1%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010, assuming the conversion of the Special Stock into shares of Common Stock. See Item 5 of this Schedule 13D.
Page 9 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Lowell J. Milken |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF, PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
61,895 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
7,820,150 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
61,895 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
7,820,150 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
7,882,045 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
23.3%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010, assuming the conversion of the Special Stock into shares of Common Stock. See Item 5 of this Schedule 13D.
Page 10 of 20
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Michael R. Milken |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
7,820,150 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
7,820,150 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
7,820,150 shares (includes 2,750,000 shares of Common Stock issuable upon conversion of Series A Special Stock) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
23.1%* |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
* Percentage ownership based on shares of Common Stock outstanding as of December 20, 2010, assuming the conversion of the Special Stock into shares of Common Stock. See Item 5 of this Schedule 13D.
Page 11 of 20
The Reporting Persons (other than KCDL (as defined below)) have previously filed statements on
Schedule 13G related to the common stock, par value $0.0001 per share (the Common Stock), of K12
Inc., a Delaware corporation (the Company). The Reporting Persons are filing this Schedule 13D
as a result of the acquisition of beneficial ownership of shares of Common Stock by KCDL described
herein, and will continue to report on Schedule 13D unless and until the Reporting Persons become
eligible to report on Schedule 13G in the future. This Schedule 13D supersedes the previously
filed statements on Schedule 13G and constitutes Amendment No. 3 to the Schedule 13G.
|
|
|
Item 1. |
|
Security and Issuer |
This Schedule 13D relates to the Common Stock of the Company. The address of the principal
executive office of the Company is 2300 Corporate Park Drive, Herndon, Virginia 20171.
|
|
|
Item 2. |
|
Identity and Background |
This Schedule 13D is being filed by Learning Group LLC, a Delaware limited liability company
(Learning Group), Learning Group Partners, a California general partnership (Learning Group
Partners), Hampstead Associates, L.L.C., a Delaware limited liability company (Hampstead),
Cornerstone Financial Group LLC, a California limited liability company (Cornerstone), Knowledge
Industries LLC, a California limited liability company (Knowledge Industries), Knowledge Universe
Learning Group LLC, a Delaware limited liability company (KULG), Knowledge Universe LLC, a
California limited liability company (formerly known as Ridgeview Associates, LLC) (KU), KCDL
Holdings LLC, a Delaware limited liability company (KCDL), Lowell J. Milken and Michael R.
Milken.
Learning Group, Learning Group Partners, Hampstead, Cornerstone, Knowledge Industries, KULG,
KU, KCDL, Lowell J. Milken and Michael R. Milken are collectively referred to herein as the
Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of
this statement is attached as Exhibit 1 hereto. The address of the principal office of Reporting
Persons is 1250 Fourth Street, Santa Monica, California 90401.
The principal business of Learning Group, Learning Group Partners, Knowledge Industries, KULG,
Cornerstone and Hampstead is to acquire interests in, directly or indirectly, and/or operate other
companies and businesses primarily, but not limited to, companies and businesses engaged in
education. The principal business of KU is to act as the manager and as a member of Hampstead.
The principal business of KCDL is to hold the Special Stock (as defined below). The principal
activities of Michael R. Milken are philanthropy and to serve as a director and officer of KUE
Management Inc., the general partner of Knowledge Universe Education L.P. (KUE). The principal
activities of Lowell J. Milken are philanthropy and to serve as a director and officer of Knowledge
Universe Limited LLC and KUE-related entities. The principal activity of KUE is to engage in
for-profit activities involving the education field, including through its ownership of Learning
Group and KCDL. The address of the principal office of KUE Management Inc. and KUE is 1250 Fourth
Street, Santa Monica, California 90401. Lowell J. Milken and Michael R. Milken are United States
citizens.
Page 12 of 20
The name, citizenship, business address, present principal occupation or employment and, if
applicable, the name, principal business and address of any corporation or
other organization in which such employment is conducted, of the executive officers, if any,
managers, if any, and directors, if any, of the Reporting Persons are set forth in Appendix I
hereto, which is incorporated herein by reference.
During the last five years, none of the Reporting Persons or, to the best knowledge of the
Reporting Persons, any of the individuals named in Appendix I, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding is or was subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
|
|
|
Item 3. |
|
Source and Amount of Funds or Other Consideration. |
The shares of Common Stock held by the Reporting Persons are held of record by Learning Group,
Learning Group Partners, Hampstead, KULG and Mr. Lowell J. Milken, respectively. The shares of
Special Stock held by the Reporting Persons are held of record by KCDL. Cornerstone and Knowledge
Industries previously held shares of Common Stock but as of the date hereof do not hold, directly
or indirectly, any shares of Common Stock.
The amount of funds used to purchase the shares of Common Stock held directly by Learning
Group was approximately $25,151,800. The source of the funds was working capital.
The shares of Common Stock held directly by Learning Group Partners were acquired through an
affiliate of Learning Group Partners for approximately $2,278,200 and subsequently transferred to
Learning Group Partners. The source of the funds was working capital of the affiliate.
The shares of Common Stock held directly by Hampstead were acquired through an affiliate of
Hampstead for approximately $7,800 and subsequently transferred to Hampstead. The source of the
funds was working capital of the affiliate.
Of the shares previously held by Cornerstone, 1,371 shares of Common Stock were acquired upon
cashless exercise of a warrant issued to Cornerstone in connection with debt financing provided by
Cornerstone to the Company in 2003, and 82,503 shares of Common Stock were acquired upon cashless
exercise of a warrant which was originally issued to an affiliate of Cornerstone that provided debt
financing to the Company in 2001 and which was subsequently transferred to Cornerstone. The
sources of the respective debt financings were working capital of Cornerstone and working capital
of such affiliate.
The shares of Common Stock previously held by Knowledge Industries were acquired upon cashless
exercise of a warrant. The warrant was originally issued to an affiliate of Knowledge Industries
that provided debt financing to the Company in 2001 and was subsequently transferred to Knowledge
Industries. The source of the debt financing was working capital of the affiliate.
Page 13 of 20
The shares of Common Stock held directly by KULG were acquired upon cashless exercise of a
warrant. The warrant was originally issued to an affiliate of KULG that
provided debt financing to the Company in 2003 and was subsequently transferred to KULG. The
source of the debt financing was working capital of the affiliate.
Of the shares held directly by Mr. Lowell J. Milken, 20,000 shares of Common Stock were
acquired in August 2008 upon exercise of stock options that he was granted as a director of the
Company for approximately $141,600. The source of the funds was personal funds. Mr. Lowell J.
Milken directly acquired 41,895 shares of Common Stock in February 2011 upon a pro rata
distribution by Cornerstone of its shares of the Company to its members.
The shares of Series A Special Stock, par value $0.0001 per share (the Special Stock), held
by KCDL were acquired pursuant to an Agreement and Plan of Merger, dated as of July 23, 2010 (the
Merger Agreement), among the Company, Kayleigh Sub Two LLC (LLC Merger Sub), Kayleigh Sub One
Corp. (Corporate Merger Sub), KCDL and KC Distance Learning, Inc. (KC Distance), pursuant to
which the Company acquired by merger of all of the equity interests of KC Distance from KCDL. As
consideration for the acquisition, the Company issued a total of 2,750,000 shares of Special Stock
to KCDL. As of July 23, 2010, the estimated value of the consideration exchanged for the Special
Stock was $63,112,500. The Merger Agreement is attached as Exhibit 2 hereto and incorporated by
reference herein.
|
|
|
Item 4. |
|
Purpose of the Transaction |
The Common Stock and Special Stock held by the Reporting Persons was acquired for investment
purposes. The Reporting Persons intend to review continuously their equity position in the Company
and, subject to the Stockholders Agreement and depending upon price and availability, subsequent
developments affecting the Company, the Companys business and prospects, other investment and
business opportunities available to the Reporting Persons, general stock market and economic
conditions, tax considerations and other factors deemed relevant, the Reporting Persons may decide
to increase, decrease or maintain the size of their investment in the Company.
Although the foregoing reflects activities presently contemplated by the Reporting Persons and
any other person named in Item 2, above, with respect to the Company, the foregoing is subject to
change at any time. Except as set forth above, the Reporting Persons have no present plans or
intentions which would result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
|
|
|
Item 5. |
|
Interest in Securities of the Issuer. |
The Reporting Persons beneficially own an aggregate of 7,882,045 shares of Common Stock,
including 5,132,045 shares of Common Stock and 2,750,000 shares of Special Stock which is
convertible into 2,750,000 shares of Common Stock. The shares of Common Stock and Special Stock
beneficially owned by Reporting Persons represent, in the aggregate, approximately 23.3% of the
outstanding Common Stock, assuming the conversion of the Special Stock into shares of Common Stock.
The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of
31,102,258 shares of Common Stock outstanding as of December 20, 2010. Unless otherwise stated,
the percentage ownership amounts stated herein are based on the outstanding Common Stock and do not
assume the conversion of the Special Stock into shares of Common Stock.
Page 14 of 20
Learning Group holds directly 4,665,083 shares of Common Stock, representing approximately
15.0% of the outstanding Common Stock.
KULG holds directly 4,374 shares of Common Stock, representing less than 0.1% of the
outstanding Common Stock. KULG also may be deemed to be a controlling person of Learning Group and
KCDL, and in such capacity may be deemed to have the power to direct the voting and disposition of,
and to share beneficial ownership of, the securities owned of record by Learning Group and KCDL.
The shares of Common Stock that KULG may be deemed to hold directly and indirectly represent
approximately 21.9% of the outstanding Common Stock, assuming the conversion of the Special Stock
into shares of Common Stock
Learning Group Partners holds directly 399,171 shares of Common Stock, representing
approximately 1.3% of the outstanding Common Stock.
Hampstead holds directly 1,522 shares of Common Stock, representing less than 0.1% of the
outstanding Common Stock. KU is the manager and a member of Hampstead, and in such capacities may
be deemed to have the power to direct the voting and disposition of, and to share beneficial
ownership of, the 1,522 shares of Common Stock owned of record by Hampstead, representing less than
0.1% of the outstanding Common Stock.
As of December 31, 2010, Cornerstone held directly 83,874 shares of Common Stock, representing
approximately 0.3% of the outstanding Common Stock. On February 2, 2011, Cornerstone made a pro
rata distribution of 83,874 shares of Common Stock to its members, including 41,895 shares of
Common Stock to Lowell J. Milken and the remaining shares of Common Stock to other individuals who
are not Reporting Persons, and ceased to be a Reporting Person. As of the date hereof, Cornerstone
does not hold, directly or indirectly, any shares of Common Stock.
On December 31, 2010, Knowledge Industries made a gift to a non-profit foundation of the
82,503 shares of Common Stock it held directly, representing approximately 0.3% of the outstanding
Common Stock, and ceased to be a Reporting Person. As of the date hereof, Knowledge Industries
does not hold, directly or indirectly, any shares of Common Stock.
KCDL holds directly 2,750,000 shares of Special Stock which are convertible into 2,750,000
shares of Common Stock, representing approximately 8.1% of the outstanding Common Stock, assuming
the conversion of the Special Stock into shares of Common Stock. The shares of Special Stock were
issued on July 23, 2010. At a special meeting of stockholders of the Company held on January 27,
2011, the holders of a majority of the outstanding shares of Common Stock approved the voting
rights and rights of conversion of the Special Stock, and from and after such approval the Special
Stock has been and is entitled to vote on all matters presented to the holders of Common Stock
(other than for the election and removal of directors, on which the holders of Special Stock have
no vote) and the Special Stock is convertible into an equal number of shares of Common Stock.
Lowell J. Milken directly holds 61,895 shares of Common Stock, representing approximately 0.2%
of the outstanding Common Stock. Lowell J. Milken may be deemed to be a controlling person of each
of Learning Group, KULG, Learning Group Partners, Hampstead, KU, Cornerstone and KCDL and in such
capacity may be deemed to have the power to direct the voting and disposition of, and to share
beneficial ownership of, an aggregate of 7,820,150 shares
of Common Stock beneficially owned by such entities, but disclaims such beneficial ownership.
The shares of Common Stock which Lowell J. Milken owns directly and which he may be deemed to own
indirectly represent approximately 23.3% of the outstanding Common Stock, assuming the conversion
of the Special Stock into shares of Common Stock.
Page 15 of 20
Michael R. Milken may be deemed to be a controlling person of each of Learning Group, KULG,
Learning Group Partners, Hampstead, KU, Knowledge Industries and KCDL, and in such capacity may be
deemed to have the power to direct the voting and disposition of, and to share beneficial ownership
of, an aggregate of any 7,820,150 shares of Common Stock beneficially owned by such entities (which
represent approximately 23.1% of the outstanding shares of Common Stock, assuming the conversion of
the Special Stock into shares of Common Stock), but disclaims such beneficial ownership.
The persons named in Item 5 of this Schedule 13D may be deemed to be a group with respect to
the securities of the Company which they hold directly or indirectly. Such persons disclaim such
group membership.
Except as described herein, none of the Reporting Persons or any other person named in Item 2,
above, has effected any transactions in the Shares in the past 60 days. Except as described in
this Item 5, no person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares covered by this Schedule 13D.
|
|
|
Item 6. |
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer. |
On July 23, 2010, the Company entered into the Merger Agreement. Pursuant to the terms of the
Merger Agreement, (i) KC Distance merged with Corporate Merger Sub, with KC Distance continuing as
the surviving corporation of the merger (the First Merger), and (ii) immediately after the First
Merger, KC Distance (as the surviving corporation of the First Merger) merged with LLC Merger Sub,
with LLC Merger Sub continuing as the surviving entity of the merger (the Second Merger and
together with the First Merger, the Mergers). The Mergers were consummated on July 23, 2010
following the execution of the Merger Agreement. As a result of the Mergers, the surviving entity
of the Second Merger is now a wholly-owned subsidiary of the Company. As consideration in the
First Merger, the Company issued a total of 2,750,000 shares of Special Stock to KCDL. The shares
of Special Stock have the terms described below. The Merger Agreement includes a customary
adjustment for the net working capital and closing debt of KC Distance as of the closing of the
Mergers.
The Company designated the Special Stock in a Certificate of Designations, Preferences and
Relative and Other Special Rights of Series A Special Stock (the Series A Certificate of
Designations). The Series A Certificate of Designations was filed with the Secretary of State of
the State of Delaware and became effective on July 23, 2010. At a special meeting of stockholders
of the Company held on January 27, 2011, the holders of the outstanding shares of Common Stock
approved the voting rights and rights of conversion of the Special Stock, and from and after such
approval the Special Stock has been and is entitled to vote on all matters presented to the holders
of Common Stock (other than for the election and removal of directors, on which the holders of
Special Stock have no vote) and the Special Stock is convertible into an equal number of shares of
Common Stock, subject to anti-dilution adjustments, at the election of the holder or automatically
upon (i) a transfer of the shares of
Page 16 of 20
Special Stock to any person or entity other than KCDL or an affiliate of KCDL who has signed a
joinder to the Stockholders Agreement or (ii) at the close of business on the date, if any, as such
holder of the Special Stock has received all consents and approvals required under (A) applicable
non-competition, restraint of trade or pre-acquisition notification laws, (B) control share and
other anti-takeover laws, and (C) the Delaware General Corporation Law, for such holder to acquire
and own all of the shares of Common Stock issuable upon such conversion of all shares of Special
Stock held by such holder.
Concurrently with the execution of the Merger Agreement, the Company, LLC Merger Sub,
Corporate Merger Sub, Learning Group, Learning Group Partners, Knowledge Industries and Cornerstone
entered into a Voting Agreement dated as of July 23, 2010 (the Voting Agreement). Pursuant to
the terms of the Voting Agreement, Learning Group, Learning Group Partners, Knowledge Industries
and Cornerstone agreed to vote in favor of the approval of voting and conversion rights of the
Special Stock by the Companys stockholders.
Concurrently with the execution of the Merger Agreement, KCDL, Learning Group, Learning Group
Partners, Knowledge Industries, Cornerstone and the Company entered into a Stockholders Agreement
dated as of July 23, 2010 (the Stockholders Agreement). Pursuant to the Stockholders Agreement,
KCDL, Learning Group, Learning Group Partners, Knowledge Industries and Cornerstone agreed to a
standstill limitation regarding actions related to the acquisition of shares of voting securities
of the Company for a term of one year. In addition, pursuant to the Stockholders Agreement, KCDL,
Learning Group, Learning Group Partners, Knowledge Industries and Cornerstone agreed to transfer
restrictions on their shares of stock of the Company (including the Special Stock) for a term of up
to one year from the date of the closing of the Mergers, and the Company granted KCDL, Learning
Group, Learning Group Partners, Knowledge Industries and Cornerstone demand registration rights
related to the shares acquired in the Mergers.
Concurrently with the execution of the Merger Agreement, Learning Group gave a limited
guarantee (the Limited Guarantee) in favor of the Company and KC Distance Learning. Pursuant to
the Limited Guarantee, Learning Group guaranteed to the Company and KC Distance Learning the
payment, performance and discharge of certain contingent obligations of KCDL under the Merger
Agreement.
Concurrently with the execution of the Merger Agreement, the Company, KCDL, KC Distance
Learning and KUE, an affiliate of KCDL, entered into a Non-Competition and Non-Solicitation
Agreement dated as of July 23, 2010 (the Non-Competition and Non-Solicitation Agreement),
pursuant to which KUE agreed that, until July 23, 2013, neither it nor its direct and indirect
controlled subsidiaries, including KCDL and Learning Group, would (i) operate, own or manage any
business which directly competes with the business of KC Distance Learning, except ownership,
operation or management of certain permitted investments, and (ii) directly or indirectly recruit
or solicit for employment, hire or employ, or induce or attempt to induce any termination of
employment or hiring of certain specified protected employees, including employees of KC Distance
Learning.
The Merger Agreement, Series A Certificate of Designations, Voting Agreement, Stockholders
Agreement, Limited Guarantee and Non-Competition and Non-Solicitation Agreement are attached as
Exhibit 2, Exhibit 3, Exhibit 4, Exhibit 5, Exhibit 6 and Exhibit 7, respectively, to this Schedule
13D. The summary descriptions of the Merger Agreement, Series
A Certificate of Designations, Voting Agreement, Stockholders Agreement, Limited Guarantee and
Non-Competition and Non-Solicitation Agreement in this Schedule 13D do not purport to be complete
and are qualified in their entirety by reference to each such agreement or instrument, each of
which is incorporated herein by reference.
Page 17 of 20
|
|
|
Item 7. |
|
Material Exhibits to be Filed. |
|
|
|
Exhibit 1:
|
|
Joint Filing Agreement dated as of February 4, 2011 |
|
|
|
Exhibit 2:
|
|
Merger Agreement by and among the Company, LLC Merger Sub,
Corporate Merger Sub, KCDL and KC Distance Learning
(incorporated by reference to Exhibit 2.1 of the Companys
Current Report on Form 8-K filed on July 26, 2010) |
|
|
|
Exhibit 3:
|
|
Series A Certificate of Designations (incorporated by reference
to Exhibit 3.1 of the Companys Current Report on Form 8-K
filed on July 26, 2010) |
|
|
|
Exhibit 4:
|
|
Voting Agreement dated as of July 23, 2010 among the Company,
KCDL, Learning Group, Learning Group Partners, Knowledge
Industries, Cornerstone and the other parties thereto
(incorporated by reference to Exhibit 4.1 of the Companys
Current Report on Form 8-K filed on July 26, 2010) |
|
|
|
Exhibit 5:
|
|
Stockholders Agreement dated as of July 23, 2010 among the
Company, KCDL, Learning Group, Learning Group Partners,
Knowledge Industries and Cornerstone (incorporated by reference
to Exhibit 4.2 of the Companys Current Report on Form 8-K
filed on July 26, 2010) |
|
|
|
Exhibit 6:
|
|
Limited Guarantee dated as of July 23, 2010 among the Company,
KC Distance Learning and KCDL |
|
|
|
Exhibit 7:
|
|
Non-Competition and Non-Solicitation Agreement dated as of July
23, 2010 among the Company, KCDL, KC Distance Learning and KUE |
[Signature Page Follows]
Page 18 of 20
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify
that the information set forth in this Statement is true, complete and correct.
|
|
|
|
|
Dated: February 4, 2011 |
Learning Group LLC,
a Delaware limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
|
Dated: February 4, 2011 |
Learning Group Partners,
a California general partnership
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
|
Dated: February 4, 2011 |
Hampstead Associates, L.L.C.,
a Delaware limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
|
Dated: February 4, 2011 |
Cornerstone Financial Group LLC,
a California limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
|
Dated: February 4, 2011 |
Knowledge Industries LLC,
a California limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
|
Dated: February 4, 2011 |
Knowledge Universe Learning Group LLC,
a Delaware limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
Page 19 of 20
|
|
|
|
|
Dated: February 4, 2011 |
Knowledge Universe LLC,
a California limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Secretary |
|
|
Dated: February 4, 2011 |
KCDL Holdings LLC,
a Delaware limited liability company
|
|
|
/s/ Stanley E. Maron
|
|
|
By: Stanley E. Maron, |
|
|
Its: Manager |
|
|
|
|
|
Dated: February 4, 2011 |
/s/ Lowell J. Milken
|
|
|
Lowell J. Milken, |
|
|
an individual |
|
|
|
|
|
Dated: February 4, 2011 |
/s/ Michael R. Milken
|
|
|
Michael R. Milken, |
|
|
an individual |
|
Page 20 of 20
APPENDIX I
The following are the names, principal occupation or employment and, if applicable, the name,
principal business and address of any corporation or other organization in which such employment is
conducted, of the individual directors, executive officers and managers, if any, of each of the
Reporting Persons. Each individual listed below is a United States citizen.
The Managers of Learning Group LLC are Michael R. Milken and Lowell J. Milken.
The Managing Partners of Learning Group Partners are Michael R. Milken and Lowell J. Milken.
The Manager of Cornerstone Financial Group LLC is Stanley E. Maron. Mr. Marons principal
occupation is a partner in the law firm of Maron & Sandler, P.C. The business address of Mr. Maron
and the address of Maron & Sandler, P.C. is 1250 Fourth Street, Suite 550, Santa Monica, California
90401.
The Manager of Knowledge Industries LLC is Ralph Finerman. Mr. Finermans principal
occupation is President of RFG Financial Group Inc., which is a financial consulting firm. The
business address of Mr. Finerman and the address of RFG Financial Group is 1250 Fourth Street,
Suite 580, Santa Monica, California 90401.
The Directors of Knowledge Universe Learning Group LLC are Steven J. Green, Jeffrey M.
Safchik, Mr. Finerman, Mr. Maron and Michael R. Milken, who also serves as President. Mr. Greens
principal occupation is an investor and his business address is 2601 South Bayshore Drive, Suite
800, Coconut Grove, Florida 33133. Mr. Safchiks principal occupation is Managing Director and
Chief Financial Officer of Greenstreet Partners, L.P., the principal business of which is
investment and management. The business address of Mr. Safchik and the address of Greestreet
Partners, L.P. is 2601 South Bayshore Drive, Suite 800, Coconut Grove, Florida 33133.
The Managers of Knowledge Universe LLC are Michael R. Milken and Lowell J. Milken.
The Manager of KCDL Holdings LLC is Stanley E. Maron.
EXHIBIT INDEX
|
|
|
Exhibit 1:
|
|
Joint Filing Agreement dated as of February 4, 2011 |
|
|
|
Exhibit 2:
|
|
Merger Agreement by and among the Company, LLC Merger Sub,
Corporate Merger Sub, KCDL and KC Distance Learning
(incorporated by reference to Exhibit 2.1 of the Companys
Current Report on Form 8-K filed on July 26, 2010) |
|
|
|
Exhibit 3:
|
|
Series A Certificate of Designations (incorporated by reference
to Exhibit 3.1 of the Companys Current Report on Form 8-K
filed on July 26, 2010) |
|
|
|
Exhibit 4:
|
|
Voting Agreement dated as of July 23, 2010 among the Company,
KCDL, Learning Group, Learning Group Partners, Knowledge
Industries, Cornerstone and the other parties thereto
(incorporated by reference to Exhibit 4.1 of the Companys
Current Report on Form 8-K filed on July 26, 2010) |
|
|
|
Exhibit 5:
|
|
Stockholders Agreement dated as of July 23, 2010 among the
Company, KCDL, Learning Group, Learning Group Partners,
Knowledge Industries and Cornerstone (incorporated by reference
to Exhibit 4.2 of the Companys Current Report on Form 8-K
filed on July 26, 2010) |
|
|
|
Exhibit 6:
|
|
Limited Guarantee dated as of July 23, 2010 among the Company,
KC Distance Learning and KCDL |
|
|
|
Exhibit 7:
|
|
Non-Competition and Non-Solicitation Agreement dated as of July
23, 2010 among the Company, KCDL, KC Distance Learning and KUE |