ROSETTA STONE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-12-19: Form 8-K; Period of report 2013-12-19; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2013-12-11: Form 8-K; Period of report 2013-12-11; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2013-11-06: Form 8-K; Period of report 2013-11-06; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2013-08-22: Form 8-K; Period of report 2013-08-22; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-12-19 | 8-K | 2013-12-19 | 7.01 Regulation FD Disclosure | 7.01 On December 19, 2013, Rosetta Stone Inc. (the “Company”) issued a press release announcing the signing of a Share Purchase Agreement (the “Agreement”) pursuant to which Rosetta Stone Canada Inc., a wholly-owned, indirect subsidiary of the Company, agreed to purchase all of the outstanding shares of Vivity Labs Inc., a company organized under the laws of Canada, from its shareholders for $12 million in cash. | a13-26684_18k.htm |
| 2013-12-11 | 8-K | 2013-12-11 | 7.01 Regulation FD Disclosure | 7.01 On December 11, 2013, Rosetta Stone Inc. (the “Company”) issued a press release announcing the signing of a Stock Purchase Agreement (the “Agreement”) pursuant to which Rosetta Stone Ltd., a wholly-owned subsidiary of the Company, agreed to purchase all of the outstanding shares of Tell Me More S.A., a company organized under the laws of France, from its shareholders for approximately €20.75 million (US$28 million), including assumed net debt. | a13-26075_18k.htm |
| 2013-11-06 | 8-K | 2013-11-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 6, 2013, Rosetta Stone Inc. announced its financial results for the fiscal third quarter ended September 30, 2013. 7.01 See “Item 2.02 Results of Operations and Financial Condition” above. | a13-23662_18k.htm |
| 2013-08-22 | 8-K | 2013-08-22 | 8.01 Other Events | 8.01 On August 22, 2013, Rosetta Stone Inc. (the “Company”) announced that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $25 million of its outstanding common stock from time to time in the open market or in privately negotiated transactions depending on market conditions, other corporate considerations, and applicable legal requirements. | a13-19119_18k.htm |
| 2013-08-07 | 8-K | 2013-08-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 7, 2013, Rosetta Stone Inc. announced its financial results for the fiscal first quarter ended June 30, 2013. 7.01 See “Item 2.02 Results of Operations and Financial Condition” above. | a13-18133_18k.htm |
| 2013-08-01 | 8-K | 2013-08-01 | 8.01 Other Events | 8.01 On August 1, 2013, the parties closed the merger agreed to on July 24, 2013, pursuant to an Agreement and Plan of Merger (the “Agreement”), among Rosetta Stone Ltd. (“Rosetta Stone”), a wholly-owned subsidiary of Rosetta Stone Inc., Emerson Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Rosetta Stone (the “Merger Subsidiary”), Lexia Learning Systems, Inc. (“Lexia”), and Robert B. Lemire, solely in his capacity as agent for the stockholders of Lexia. | a13-17758_18k.htm |
| 2013-07-25 | 8-K | 2013-07-24 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Attached hereto as Exhibit 99.2 is certain financial information about Lexia Learning Systems, Inc., a Massachusetts corporation (“Lexia”), which is being acquired as described below. 8.01 On July 24, 2013, Rosetta Stone Ltd. (“Rosetta Stone), a wholly-owned subsidiary of Rosetta Stone Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Agreement”) with Emerson Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Rosetta Stone (the “Merger Subsidiary”), Lexia , and Robert B. Lemire, solely in his capacity as agent for the stockholders of Lexia. | a13-17097_18k.htm |
| 2013-06-13 | 8-K/A | 2013-04-01 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K dated April 2, 2013, filed by Rosetta Stone Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) disclosing the completion of the acquisition of Livemocha, Inc. (“Livemocha”) and the entry into an Agreement and Plan of Merger on April 1, 2013 with Liberty Merger Sub Inc., a wholly-owned subsidiary of Rosetta Stone Ltd., Livemocha, and Shareholder Representative Services LLC, solely in its capacity as agent for the stockholders of Livemocha. | a13-14748_28ka.htm |
| 2013-06-11 | 8-K | 2013-06-11 | 8.01 Other Events | 8.01 On June 11, 2013, Rosetta Stone Inc. (the “Company”) issued a press release announcing the closing of the previously announced registered offering of common stock of the Company by the Company and certain selling stockholders of the Company. | a13-14748_18k.htm |
| 2013-06-06 | 8-K | 2013-06-05 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The opinion of Fulbright & Jaworski LLP, counsel to the Company, regarding the validity of the common stock issued and sold pursuant to the Offering is filed herewith as Exhibit 5.1. | a13-14200_38k.htm |
| 2013-05-28 | 8-K | 2013-05-23 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2013 Annual Meeting of Stockholders of Rosetta Stone Inc. (the “Company”) was held on May 23, 2013 (the “Annual Meeting”). | a13-13309_18k.htm |
| 2013-05-08 | 8-K | 2013-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 8, 2013, Rosetta Stone Inc. announced its financial results for the fiscal first quarter ended March 31, 2013. 7.01 See “Item 2.02 Results of Operations and Financial Condition” above. | a13-11247_18k.htm |
| 2013-04-09 | 8-K | 2013-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 7, 2013, Theodore J. Leonsis resigned as a director of Rosetta Stone Inc. (the “Company”) effective at the 2013 annual meeting of stockholders (the “Annual Meeting”) due to other demands on his schedule. 8.01 On April 9, 2013, the Company announced the resignation of Mr. Leonsis, and that the board of directors determined, in consultation with Tom P.H. Adams and John E. Lindahl, that Messrs. | a13-9689_18k.htm |
| 2013-04-04 | 8-K | 2013-04-03 | 8.01 Other Events | 8.01 On April 4, 2013, Rosetta Stone Inc. (the “Company”) announced it would discontinue its kiosk channel in the United States due to changes in its strategy. | a13-9505_18k.htm |
| 2013-04-02 | 8-K | 2013-04-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 1, 2013, Rosetta Stone consummated the Merger pursuant to the Agreement and acquired all of the outstanding shares of Livemocha. 7.01 Attached hereto as Exhibit 99.1 is certain financial information about Livemocha. 8.01 On April 2, 2013, the Company issued a joint press release announcing Rosetta Stone’s entry into the Agreement and the consummation of the transactions contemplated under the Agreement. | a13-9272_18k.htm |
| 2013-03-12 | 8-K | 2013-03-12 | 8.01 Other Events | 8.01 On March 12, 2013, Rosetta Stone Inc. (the “Company”) announced it would restructure its product development organization to drive technological innovation and accelerate product development processes by opening new offices for product development in Austin, Texas and San Francisco, California and eliminating approximately 70 positions in its existing offices. | a13-7343_18k.htm |
| 2013-03-04 | 8-K | 2013-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 28, 2013, Rosetta Stone Inc. (the “Company”) announced its financial results for the fiscal fourth quarter and fiscal year ended December 31, 2012. 7.01 See “Item 2.02 Results of Operations and Financial Condition” above. | a13-6269_28k.htm |
| 2013-02-28 | 8-K | 2013-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 28, 2013, Rosetta Stone Inc. announced its financial results for the fiscal fourth quarter and fiscal year ended December 31, 2012. 7.01 See “Item 2.02 Results of Operations and Financial Condition” above. | a13-6269_18k.htm |