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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 reported) March 30, 2004
WRC MEDIA INC.
(Exact name of registrant as specified in its charter)
Delaware 333-96119 13-4066536
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
512 Seventh Avenue, 22nd Floor, New York, NY 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 768-1150
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
As disclosed in our Form 8-K filed with the Securities and Exchange Commission
("SEC") on March 22, 2004, and in our Form 8-K filed with the SEC on March 24,
2004, in connection with the audit of our 2003 consolidated financial
statements, we have restated our previously audited consolidated balance sheets
as of December 31, 2001 and 2002, and the related statements of stockholders'
deficit and operations for the years ended December 31, 2001 and 2002.
Page 1 of 4
The restatement corrects certain errors made in the application of accounting
principles generally accepted in the United States of America ("GAAP") and
corrects certain of our historical accounting policies to conform to GAAP. For a
discussion of the restatement adjustments, see "Item 8. Consolidated Financial
Statements--WRC Media Inc. and Subsidiaries--Note 23. Restatement" and "Item 8.
Consolidated Financial Statements--Weekly Reader Corporation and
Subsidiaries--Note 18. Restatement." In addition, see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Our audited consolidated financial statements as of and for the year ended
December 31, 2003 are included in this filing. We also have included herein our
audited restated consolidated financial statements as of and for the year ended
December 31, 2002. Our 2001 restated financial statements as of and for the year
ended December 31, 2001 are not included in this filing. Because our originally
issued 2001 financial statements were audited by Arthur Andersen LLP, an audit
firm that has ceased operations, our 2001 restated financial statements are
being reaudited by our independent auditors, Deloitte & Touche LLP. The reaudit
was not complete as of the time of this filing. We cannot assure you that there
will not be changes to our 2001 financial statements as a result of the reaudit
of our 2001 financial statements by our independent auditors. The impact of the
restatement on periods prior to 2002 was reflected as an adjustment to beginning
accumulated deficit as of January 1, 2002.
As we previously disclosed in our March 22, 2004 Form 8-K, the restatement of
our 2001 financial statements will cause a delay in the filing of our Annual
Report on Form 10-K for the year ended December 31, 2003. Because we require
additional time to permit our independent auditors to complete the reaudit of
our 2001 financial statements, we filed a Form 12b-25 with the SEC to obtain a
15-day extension for filing our Form 10-K. We will file our Form 10-K as soon as
practicable following the completion of the reaudit of our 2001 financial
statements. It is likely, however, that the completion of the reaudit of our
2001 financial statements will extend beyond April 14, 2004.
As noted above, the information filed herewith does not contain the restated
financial statements as of and for the year ended December 31, 2001, nor does it
contain any financial information for 2001, including for prior period
comparison purposes, in "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations." Because the 2001 restatement
will include adjustments that affect periods prior to 2001, we have not included
financial information prior to 2002 in "Item 6. Selected Historical Financial
Information." In addition, the information filed herewith does not contain the
Sections 302 and 906 certifications required to be included in a Form 10-K.
Item 7. Financial Statements and Exhibits.
Exhibits required by Item 601 of Regulation S-K are incorporated herein by
reference and are listed on the attached Exhibit Index of this Current Report on
Form 8-K.
Page 2 of 4
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.
WRC MEDIA INC.
(Registrant)
Date March 30, 2004 By: /s/ Martin E. Kenney, Jr.
---------------------------------------
Name: Martin E. Kenney, Jr.
Title: Chief Executive Officer
Page 3 of 4
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------------
99.1 Audited consolidated financial statements of WRC Media Inc.
and Weekly Reader Corporation as of and for the years ended
December 31, 2002 and 2003, and other information.
Page 4 of 4