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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 2, 2005
EDUCATION MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Pennsylvania 000-21363 25-1119571
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
210 Sixth Avenue, Pittsburgh, Pennsylvania 15222
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 562-0900
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))
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ITEM 1.01. - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 2, 2005, Education Management Corporation (the "Company") established
new responsibilities for David J. Pauldine, Executive Vice President and
President of The Art Institutes. Mr. Pauldine, who previously served as the
Company's Chief Marketing Officer, will continue to focus on overseeing the
admissions process for all the Company's schools and as President of the
Company's Art Institute schools as well as assuming the additional duties of
leading the Company's start-up team.
ITEM 7.01 REGULATION FD DISCLOSURE.
On March 7, 2005, the Company issued a press release announcing the new
responsibilities for Mr. Pauldine as well as the hiring of Joe Charlson as
Senior Vice President - Strategic Marketing. A copy of the press release is
attached as Exhibit 99.1. The information (including Exhibits) that is being
furnished pursuant to this Item 7.01 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press release dated March 7, 2005
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.
EDUCATION MANAGEMENT CORPORATION
By: /s/ ROBERT T. MCDOWELL
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Robert T. McDowell
Executive Vice President and
Chief Financial Officer
Dated: March 7, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release March 7, 2005