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): February 24, 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 2.02 Results of Operations and Financial Condition
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On February 28, 2006, Lincoln Educational Services Corporation (the
"Company") issued a press release announcing, among other things, its results of
operations for the fourth quarter and twelve months ended December 31, 2005. A
copy of the press release is furnished herewith as Exhibit 99.1 and attached
hereto. The information contained under this Item 2.02 in this Current Report on
Form 8-K, including the exhibit attached hereto, is being furnished and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. Furthermore, the information contained under this Item 2.02 in
this Current Report on Form 8-K shall not be deemed to be incorporated by
reference into any registration statement or other document filed pursuant to
the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
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(d) On February 27, 2006, the Company announced that it has appointed
J. Barry Morrow and Celia Currin to its Board of Directors, effective
immediately. Mr. Morrow will serve on the Company's Nominating and Corporate
Governance Committee and Ms. Currin will serve on the Company's Audit Committee.
A copy of the press release announcing Mr. Morrow's and Ms. Currin's
appointments is attached to this report as Exhibit 99.2 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
99.1 Press release of Lincoln Educational Services Corporation
dated February 28, 2006
99.2 Press release of Lincoln Educational Services Corporation
dated February 27, 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: February 28, 2006
By: /s/ Cesar Ribeiro
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Name: Cesar Ribeiro
Title: Vice President, Chief Financial
Officer and Treasurer