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): December 13,
2007
___________________
Lincoln
Educational
Services Corporation
(Exact
Name of Registrant as Specified in Charter)
___________________
New
Jersey
(State
or other jurisdiction of incorporation)
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000-51371
(Commission
File Number)
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57-1150621
(I.R.S.
Employer Identification No.)
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200
Executive Drive, Suite 340
West
Orange, New Jersey 07052
(Address
of principal executive offices)
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07052
(Zip
Code)
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Registrant’s
telephone number, including area code:
(973) 736-9340
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:
o
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Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
July 31, 2007, the Board of
Directors of Lincoln Educational Services Corporation (the “Company”) approved a
plan to cease operations at the Company’s three campuses (the “Campuses”)
located in Plymouth Meeting, Pennsylvania, Norcross, Georgia and Henderson,
Nevada. While the Company believes that the Campuses offered
effective and valuable academic programs, given the current competitive
environment the Campuses’ financial results had not met the Company’s
expectations. Therefore, the Company concluded that the continued
operation of the Campuses was inconsistent with its strategic
goals. As of September 30, 2007, the Company had ceased all
operations at the Campuses and determined that, in accordance with SFAS No.
144,
the operations of the Campuses should be reflected as discontinued operations
in
its financial statements for all periods presented.
The
Company is filing this Current
Report on Form 8-K to revise its Annual Report on Form 10-K for the year
ended
December 31, 2006 (the “2006 Annual Report”), its Quarterly Report on Form 10-Q
for the period ended March 31, 2007 (the “March 2007 Form 10-Q”) and its
Quarterly Report on Form 10-Q for the period ended June 30, 2007 (the “June 2007
Form 10-Q”) to reflect the reclassification of the Campuses as discontinued
operations in its financial statements. This Current Report on Form
8-K only updates and revises the Company’s 2006 Annual Report, March 2007
Form 10-Q and the June 2007 Form 10-Q to reflect the reclassification of
the
Campuses as discontinued operations, as described below.
Exhibit
99.1 contains an updated “Item
6. Selected Financial Data,” “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
“Item 8. Financial Statements and Supplementary Data” from the
Company’s 2006 Annual Report reflecting the reclassification described
above. The financial statements included in Exhibit 99.1 of this
Current Report on Form 8-K shall now serve as the historical audited
consolidated financial statements of the Company for the year ended December
31,
2006.
Exhibit
99.2 contains an updated “Item
1. Financial Statements” and “Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” from
the Company’s March 2007 Form 10-Q reflecting the reclassification described
above.
Exhibit
99.3 contains an updated “Item
1. Financial Statements” and “Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” from
the Company’s June 2007 Form 10-Q reflecting the reclassification described
above.
Exhibit 23.1
contains Deloitte
& Touche LLP's Consent of Independent Registered Public Accounting
Firm.
This
Form 8-K contains “forward-looking
statements,” within the meaning of Section 21E of the Securities and Exchange
Act of 1934, as amended, which include information relating to future events,
future financial performance, strategies, expectations, competitive environment,
regulation and availability of resources. These forward-looking statements
include, without limitation, statements regarding: proposed new programs;
expectations that regulatory developments or other matters will not have
a
material adverse effect on our consolidated financial position, results of
operations or liquidity; statements concerning projections, predictions,
expectations, estimates or forecasts as to our business, financial and operating
results and future economic performance; and statements of management’s goals
and objectives and other similar expressions concerning matters that are
not
historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,”
“potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions, as well as statements in
future tense, identify forward-looking statements.
More
information about the risks and
uncertainties relating to these forward-looking statements are found in the
Company’s filings with the Securities and Exchange Commission, including its
2006 Annual Report. The Company expressly disclaims any obligation to
update any forward-looking statements contained in this Current Report on
Form
8-K to reflect events or circumstances that may arise after the date of this
release, except as otherwise required by applicable law.
Item
9.01
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Financial
Statements and Exhibits
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23.1
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Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm.
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99.1
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Updated
“Item 6. Selected Financial Data,” “Item
7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Item 8. Financial Statements
and Supplementary Data” from the Company’s 2006 Annual
Report.
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99.2
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Updated
“Item 1. Financial Statements” and “Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” from the Company’s March 2007 Form
10-Q.
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99.3
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Updated
“Item 1. Financial Statements” and “Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” from the Company’s June 2007 Form
10-Q.
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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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LINCOLN
EDUCATIONAL SERVICES CORPORATION
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Date: December
13, 2007
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By:
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/s/
Cesar Ribeiro
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Name:
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Cesar
Ribeiro
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Title:
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Senior
Vice President, Chief Financial Officer and
Treasurer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm. |
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Updated
“Item 6. Selected Financial Data,” “Item
7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Item 8. Financial Statements
and Supplementary Data” from the Company’s 2006 Annual
Report.
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Updated
“Item 1. Financial Statements” and “Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” from the Company’s March 2007 Form
10-Q.
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Updated
“Item 1. Financial Statements” and “Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” from the Company’s June 2007 Form
10-Q.
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