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): March 30, 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 1.01 Entry into a Material Definitive Agreement
On March 30, 2006, Lincoln Educational Services Corporation, a New
Jersey corporation (the "Company"), issued a press release announcing a
definitive stock purchase agreement (the "Purchase Agreement") to acquire New
England Institute of Technology at Palm Beach, Inc., a Florida corporation
("NET"), for approximately $35.3 million in cash plus the assumption of a $7.2
million mortgage. The Purchase Agreement was entered into among Lincoln
Technical Institute, Inc., a New Jersey corporation and a wholly owned
subsidiary of the Company, and Richard I. Gouse, Andrew T. Gouse (individually
and as Trustee of the Carolyn Beth Gouse Irrevocable Trust), Seth A. Kurn and
Steven L. Meltzer, all shareholders of NET. The transaction, which is currently
expected to close in the second quarter of 2006, is subject to certain
regulatory approvals, as well as other customary conditions to closing. A copy
of the press release is furnished herewith as Exhibit 99.1 and attached hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit
99.1 Press release of Lincoln Educational Services Corporation
dated March 30, 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: April 4, 2006
By: /s/ Cesar Ribeiro
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Name: Cesar Ribeiro
Title: Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description of Document
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99.1 Press release of Lincoln Educational Services
Corporation dated March 30, 2006