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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/27/20 K12 Inc. 8-K:7,9 8/26/20 11:207K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-99.1 Miscellaneous Exhibit HTML 17K 7: R1 Cover HTML 46K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- tm2029072-3_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- lrn-20200826_lab XML 96K 5: EX-101.PRE XBRL Presentations -- lrn-20200826_pre XML 64K 3: EX-101.SCH XBRL Schema -- lrn-20200826 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-20-098900-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): i August 26, 2020
| i K12 Inc. | ||
| (Exact name of registrant as specified in its charter) |
| i Delaware | i 001-33883 | i 95-4774688 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| i 2300 Corporate Park Drive, i Herndon,
i Virginia | i 20171 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | ( i 703) i 483-7000 |
| 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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| i Common Stock, $0.0001 par value per share | i LRN | i New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
| Item 7.01 | Regulation FD Disclosure. |
On August 26, 2020, K12 Inc. (the “Company”) issued a press release announcing the pricing of its proposed offering of 1.125% convertible senior notes due 2027 (the “notes”) in an aggregate principal amount of $360 million in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company granted to the initial purchasers of the notes an option to purchase up to an additional $60 million aggregate principal amount of notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K does not and shall not constitute an offer to sell or the solicitation of an offer to buy any notes or shares of the Company’s common stock, nor shall there be any offer, solicitation or sale of notes or such common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The information included in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release of K12 Inc., dated August 26, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| K12 Inc. | ||
| Date: August 26, 2020 | By: | /s/ Vincent W. Mathis |
| Name: | Vincent W. Mathis | |
| Title: | Executive Vice President, General Counsel and Secretary | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/27/20 | 4/A | ||
| Filed on / For Period end: | 8/26/20 | 8-K | ||
| List all Filings | ||||