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): October 20, 2004
RENAISSANCE LEARNING, INC.
(Exact name of registrant as specified in its charter)
Wisconsin | 0-22187 | 39-1559474 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
2911 Peach Street P.O. Box 8036 Wisconsin Rapids, Wisconsin (Address of principal executive offices) |
54495-8036 (Zip code) |
(715) 424-3636
(Registrant’s telephone number, including area code)
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 2.02. Results of Operations and Financial Condition.
On October 20, 2004, Renaissance Learning, Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its results of operations for the third quarter ended September 30, 2004. On the same date, the Company held a conference call, which was open to the public, to discuss these results. A copy of the Earnings Press Release and a transcript of the related conference call are attached hereto as exhibits and incorporated herein by reference.
The information in this Item, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On October 20, 2004, the Company issued a press release (the “Dividend Press Release”) announcing the Company’s declaration of a quarterly cash dividend to be paid December 1, 2004 to the Company’s shareholders of record as of November 12, 2004. A copy of the Dividend Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c)
Exhibits
Exhibit No. | Description |
| |
99.1 | Earnings Press Release dated October 20, 2004 (including financial statements for the third quarter ended September 30, 2004) |
| |
99.2 | Transcript of earnings release conference call held on October 20, 2004 |
| |
99.3 | Dividend Press Release dated October 20, 2004 (announcing declaration of quarterly cash dividend) |
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.
Dated: October 20, 2004
RENAISSANCE LEARNING, INC.
By: /s/ Steven A. Schmidt
Steven A. Schmidt
Executive Vice President, Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit No. | Description |
| |
99.1 | Earnings Press Release dated October 20, 2004 (including financial statements for the third quarter ended September 30, 2004) |
| |
99.2 | Transcript of earnings release conference call held on October 20, 2004 |
| |
99.3 | Dividend Press Release dated October 20, 2004 (announcing declaration of quarterly cash dividend) |
