================================================================================ 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 4, 2005 PEOPLES EDUCATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 000-50916 41-1368898 (Commission File Number) (I.R.S. Employer Identification No.) 299 MARKET STREET SADDLE BROOK, NJ 07663 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 712-0090 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 4, 2005, The Peoples Publishing Group, Inc. ("PPG"), a wholly-owned subsidiary of Peoples Educational Holdings, Inc. (the "Company"), and Michael L. DeMarco, Chief Financial Officer of PPG and the Company, entered into an amendment to Mr. DeMarco's Amended and Restated Employment Agreement, dated effective May 17, 2002. A copy of the Amendment to Employment Agreement is filed as Exhibit 10.1 to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 10.1 Amendment to Employment Agreement between The Peoples Publishing Group, Inc. and Michael L. DeMarco, dated October 4, 2005 2 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. PEOPLES EDUCATIONAL HOLDINGS, INC. (Registrant) By: /s/ Brian T. Beckwith ------------------------------------- Brian T. Beckwith President and Chief Executive Officer Date: October 4, 2005 3