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)
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or jurisdiction of incorporation)
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0-11507
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13-5593032
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Commission File Number
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IRS Employer Identification Number
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Address of principal executive offices
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Zip Code
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Registrant's telephone number, including area code:
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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 (see General Instruction A.2. below):
[ ] 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 7.01 – Regulation FD Disclosure
On
November 1, 2018, John Wiley & Sons, Inc. (the
"Company"), issued a
press release announcing the completion of its acquisition of The Learning House, Inc. from Weld North Holdings.
The information in this Item 7.01 of this Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Exchange Act, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This release contains certain forward-looking statements. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based on a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of
the Company and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for
the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position
and financial stability of key online retailers; (vi) the seasonal nature of
the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii)
the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of
the Company to successfully integrate acquired operations and realize expected opportunities and (x) Learning House's forecasted fiscal year 2018 revenues and (xi) other factors detailed from time to time in
the Company's filings with the Securities and Exchange Commission.
The
Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
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JOHN WILEY & SONS, INC.
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Registrant
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By
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Brian A. Napack
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President and Chief Executive Officer
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By
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Chief Financial Officer and
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Executive Vice President, Operations
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