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): May 22, 2006
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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 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)
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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))
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Item 2.01 Completion of Acquisition or Disposition of Assets
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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
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(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
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Name: Cesar Ribeiro
Title: Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description of Document
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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.