ITT EDUCATIONAL SERVICES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-09-26: Form 8-K/A; Period of report 2016-09-14; Description 1.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.03.
- 2016-09-19: Form 8-K; Period of report 2016-09-14; Description 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2016-09-14: Form 8-K; Period of report 2016-09-08; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events; Details 2.04.
- 2016-09-12: Form 8-K; Period of report 2016-09-06; Description 1.02 Termination of a Material Definitive Agreement; 2.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 1.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-09-26 | 8-K/A | 2016-09-14 | 1.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.03 On September 16, 2016, ITT Educational Services, Inc. (the “Company”) and its subsidiaries ESI Service Corp. and Daniel Webster College, Inc. (the “Subsidiaries”) ceased operations and commenced bankruptcy proceedings (the “Chapter 7 Cases”) by filing voluntary petitions for relief under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. sections 101 et seq. 5.02 Each of the directors of the Company, C. David Brown, Jerry M. Cohen, John E. Dean, Joanna T. Lau, Thomas I. Morgan, Samuel L. Odle and Vin Weber, resigned as a member of the Company’s Board of Directors effective upon the filing of the Chapter 7 Cases. | form8_ka.htm |
| 2016-09-19 | 8-K | 2016-09-14 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Each of the directors of the Company, C. David Brown, Jerry M. Cohen, John E. Dean, Joanna T. Lau, Thomas I. Morgan, Samuel L. Odle and Vin Weber, resigned as a member of the Company’s Board of Directors effective upon the filing of the Chapter 7 Cases. | form8_k.htm |
| 2016-09-14 | 8-K | 2016-09-08 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 8.01 On September 12, 2016, the Company and Southern New Hampshire University (“SNHU”) entered into a Teach-Out and Program Articulation Agreement (the “DWC Agreement”) to help Daniel Webster College students continue their degree programs. | form8_k.htm |
| 2016-09-12 | 8-K | 2016-09-06 | 1.02 Termination of a Material Definitive Agreement; 2.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.02 As previously reported on a Form 8-K filed by ITT Educational Services, Inc. (the “Company”) on August 17, 2016, on August 11, 2016, the Company entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (the “Purchase Agreement”) with New River Development, LLC (the “Buyer”), pursuant to which, subject to the satisfaction or waiver of certain contingencies, the Company would sell to the Buyer certain real property, consisting of a building totaling approximately 41,700 square feet and the related property located at 670 Carnegie Drive, San Bernardino, California (the “Property”), and the Company would lease back the Property for an initial term of 10 years. 2.05 On September 6, 2016, the Company announced that it will permanently discontinue academic operations at all of its ITT Technical Institutes. 2.06 The information set forth in Item 2.05 of this Form 8-K is incorporated herein by reference. 3.01 On September 6, 2016, the Company received a letter from NYSE Regulation (the “NYSE Letter”) that states that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of the Company (ticker symbol: ESI) from the New York Stock Exchange (“NYSE”). | form8_k.htm |
| 2016-09-02 | 8-K | 2016-09-01 | 7.01 Regulation FD Disclosure | 7.01 On September 1, 2016, Daniel Webster College (“DWC”), a postsecondary institution operated by ITT Educational Services, Inc. (the “Company”), received a letter (the “NEASC Letter”) from DWC’s accrediting commission, the Commission on Institutions of Higher Education of the New England Association of Schools and Colleges (“NEASC”). | form8_k.htm |
| 2016-09-01 | 8-K | 2016-08-26 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure | 2.04 On August 26, 2016, ITT Educational Services, Inc. (the “Company”) received a letter from Chubb (the “Chubb Letter”), whereby Ace American Insurance Company, on behalf of itself and the other insurance companies (the “Sureties”) named in the Agreement of Indemnity entered into by the Company on August 19, 2003 (the “GAI”), makes demand on the Company to post collateral in the amount of $19.8 million (which is equal to 100% of the outstanding amount of the Surety Bonds (defined below)) in the form of an acceptable irrevocable letter of credit. 7.01 As disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 26, 2016, the Company received a letter from the ED (the “ED Letter”) on August 25, 2016. | form8_k.htm |
| 2016-08-26 | 8-K | 2016-08-25 | 8.01 Other Events | 8.01 On August 25, 2016, ITT Educational Services, Inc. (the “Company”) received a letter (the “ED Letter”) from the U.S. Department of Education (the “ED”) citing the August 17, 2016 letter (the “ACICS Letter”) from the Accrediting Council for Independent Colleges and Schools (“ACICS”) to the Company, which continued ACICS’ show-cause directive against the Company. | form8_k.htm |
| 2016-08-18 | 8-K | 2016-08-17 | 7.01 Regulation FD Disclosure | 7.01 As previously reported, on April 20, 2016, ITT Educational Services, Inc. (the “Company”) received a letter from the Accrediting Council for Independent Colleges and Schools (“ACICS”) informing the Company that the nature of certain adverse information since 2014 regarding certain financial and regulatory matters confronting the Company and its ITT Technical Institutes (the “Institutions”), including the Company being placed on Heightened Cash Monitoring I, investigations by certain state Attorneys General, pending litigation with the Consumer Financial Protection Bureau and the Securities and Exchange Commission, and the Company’s responses to ACICS requests for information, including those involving unsubstantiated allegations, call into question the Institutions’ administrative capacity, organizational integrity, financial viability and ability to serve students in a manner that complies with ACICS standards. | form8_k.htm |
| 2016-08-17 | 8-K | 2016-08-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8_k.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 The press release issued by ITT Educational Services, Inc. (the “Company”) dated July 28, 2016 reporting the Company’s results of operations and financial condition for the Company’s fiscal quarter ended June 30, 2016, is incorporated herein by reference and furnished to the Securities and Exchange Commission with this report as Exhibit 99.1. | form8_k.htm |
| 2016-07-12 | 8-K | 2016-07-12 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 2.04 To the extent applicable under this Item, the information set forth under Item 8.01 below is incorporated by reference into this Item 2.04. 8.01 As previously disclosed, on June 6, 2016, ITT Educational Services, Inc. (the “Company”) received a letter (the “June 6 ED Letter”) from the U.S. Department of Education (the “ED”) stating that the ED has determined that the amount of surety provided by the Company (which assures the Secretary of Education that funds would be available from which to make refunds, provide teach-out facilities and meet institutional obligations to the ED) must be increased from $79,707,879 to $123,646,182. | form8_k.htm |
| 2016-06-17 | 8-K | 2016-06-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously reported in a Current Report on Form 8-K filed on June 10, 2016, ITT Educational Services, Inc. (the “Company”) announced the departure of Ryan L. Roney, the former Executive Vice President, Chief Administrative and Legal Officer and Secretary of the Company, effective June 6, 2016. | form8_k.htm |
| 2016-06-10 | 8-K | 2016-06-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 ITT Educational Services, Inc. (the “Company”) announced that the employment of Ryan L. Roney, Executive Vice President, Chief Administrative and Legal Officer and Secretary of the Company, was terminated, effective June 6, 2016. | form8_k.htm |
| 2016-06-08 | 8-K | 2016-06-06 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 2.04 To the extent applicable under this Item, the information set forth under Item 8.01 below is incorporated by reference into this Item 2.04. 8.01 As previously disclosed, on April 20, 2016, ITT Educational Services, Inc. (the “Company”) received a letter from the Accrediting Council for Independent Colleges and Schools (“ACICS”) which, among other things and based on the nature of certain adverse information noted therein, directed the Company’s ITT Technical Institutes to show cause at the next ACICS meeting why its current grants of accreditation should not be withdrawn by suspension or otherwise conditioned. | form8_k.htm |
| 2016-05-18 | 8-K | 2016-05-17 | 5.07 Submission of Matters to a Vote of Security Holders | form8_k.htm | |
| 2016-04-29 | 8-K | 2016-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 The press release issued by ITT Educational Services, Inc. (the “Company”) dated April 29, 2016 reporting the Company’s results of operations and financial condition for the Company’s fiscal quarter ended March 31, 2016, is incorporated herein by reference and furnished to the Securities and Exchange Commission with this report as Exhibit 99.1. | form8_k.htm |
| 2016-04-21 | 8-K | 2016-04-20 | 7.01 Regulation FD Disclosure | 7.01 On April 20, 2016, ITT Educational Services, Inc. (the “Company”) received a letter from the Accrediting Council for Independent Colleges and Schools (“ACICS”) informing the Company that the nature of certain adverse information since 2014 regarding certain financial and regulatory matters confronting the Company and its ITT Technical Institutes (the “Institutions”), including the Company being placed on Heightened Cash Monitoring I, investigations by certain state Attorneys General, pending litigation with the Consumer Financial Protection Bureau and the Securities and Exchange Commission, and the Company’s responses to ACICS requests for information, including those involving unsubstantiated allegations, call into question the Institutions’ administrative capacity, organizational integrity, financial viability and ability to serve students in a manner that complies with ACICS standards. | form8_k.htm |
| 2016-04-05 | 8-K | 2016-03-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 30, 2016, John F. Cozzi advised ITT Educational Services, Inc. (the “Company”) that he will not stand for re-election as a director at the Company’s 2016 Annual Meeting of Shareholders scheduled to be held on May 17, 2016, at which time Mr. Cozzi’s term as a director will expire. | form8_k.htm |
| 2016-03-14 | 8-K | 2016-03-09 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 1.01 Entry into a Material Definitive Agreement. 2.02 On March 14, 2016, the Company issued a press release reporting the Company’s results of operations and financial condition for the Company’s fiscal quarter and year ended December 31, 2015, as well as additional information, including related to the matters discussed herein. 4.02 On March 9, 2016, as a result of the execution of enhanced internal controls over financial reporting that were implemented as part of the remediation of material weaknesses identified in a prior period, the Audit Committee of the Board of Directors of the Company determined that there was an error in the application of the interest method used to calculate the interest rate used in accounting for the accretion of the debt discount associated with a senior debt arrangement (the “PEAKS Senior Debt”) that resulted in the misstatement of interest expense in previously reported periods. | form8_k.htm |
| 2016-02-02 | 8-K | 2016-01-29 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on January 21, 2016, ITT Educational Services, Inc. (the “Company”) entered into a Stipulation and Agreement of Settlement (the “Stipulation”) to settle three shareholder derivative actions: (1) Wilfred v. | form8_k.htm |
| 2016-01-29 | 8-K | 2016-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 25, 2016, the Board of Directors of ITT Educational Services, Inc. (the “Company”) removed the “interim” designation from the title of Rocco F. Tarasi, III, appointing him the Executive Vice President, Chief Financial Officer of the Company. | form8_k.htm |
| 2016-01-22 | 8-K | 2016-01-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 21, 2016, ITT Educational Services, Inc. (the “Company”) entered into a Stipulation and Agreement of Settlement (the “Stipulation”) to settle three shareholder derivative actions: (1) Wilfred v. | form8_k.htm |
| 2016-01-21 | 8-K | 2016-01-15 | 8.01 Other Events | 8.01 As previously disclosed in September 2015, ITT Educational Services, Inc. (the “Company”) received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”). | form8_k.htm |