Ambassadors Group Inc - Current report filing (8-K)
May 21 2008 - 4:10PM
Edgar (US Regulatory)
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)
May
15, 2008
___________________
AMBASSADORS
GROUP, INC.
(Exact
name of registrant as specified in its charter)
___________________
Delaware
|
No.
0-33347
|
91-1957010
|
(State or
Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
Dwight
D. Eisenhower Building, 2001 South Flint Road, Spokane, WA 99224
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code
(509)
568-7800
Not
Applicable
(Former
name or former address, if changed since last report)
___________________
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:
£
|
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.
See “Item
2.01 – Completion of Acquisition or Disposition of Assets” below for a
description of a material definitive agreement Ambassadors Group, Inc. (“the
Registrant”) entered into, which is incorporated herein by
reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
On May
15, 2008, pursuant to a Stock Purchase Agreement, the Registrant acquired 100
percent of the stock in educational website BookRags, Inc. for $18.0 million, of
which $5.0 million is based on future earnings. The initial $13.0 million
payment consists of $8.5 million in cash and $4.5 million in the Registrant’s
common stock. The acquisition is expected to be accretive for the Registrant in
the first twelve months following the acquisition.
BookRags,
Inc. (www.bookrags.com), founded in 1999, initially started as a source for
online book summaries and notes, and has grown into an educational website that
attracts millions of users and advertisers each month. Students and
teachers are able to “research anything” through over 6 million pages of
content, including licensed material, BookRags-created material, user-generated
content, and other third party content.
The
foregoing summary of the contract is qualified in its entirety by reference to
the full text of the agreement attached as Exhibit 10.1 hereto and incorporated
by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit 10.1
: Stock Purchase Agreement, effective May 15,
2008
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.
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AMBASSADORS
GROUP, INC.
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|
|
|
|
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Date:
May 21, 2008
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By:
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/s/ Chadwick J. Byrd
|
|
|
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Chadwick
J. Byrd
|
|
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Chief
Financial Officer
|
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