UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 19, 2009
NOBEL LEARNING COMMUNITIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-10031 | 22-2465204 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1615 West Chester Pike, West Chester, PA | 19382 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(484) 947-2000
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 (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 March 19, 2009, Nobel Learning Communities, Inc. (the “Company”) issued a press release announcing the Company’s Board of Directors rejected a March 10, 2009 offer from Knowledge Learning Corporation proposing to acquire the Company for $13.50 per share.
A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 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 under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 Press Release of Nobel Learning Communities, Inc. dated March 19, 2009
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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, thereunto duly authorized.
Nobel Learning Communities, Inc. (Registrant) | ||||
| March 19, 2009 | By: | /s/ Thomas Frank | ||
| Name: | Thomas Frank | |||
| Title: | Chief Financial Officer | |||
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