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) December 6, 2006
Capella Education Company
(Exact name of Registrant as specified in its charter)
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| Minnesota
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001-33140
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41-1717955 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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225 South 6th Street, 9th Floor
Minneapolis, Minnesota
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55402 |
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(Zip Code) |
Registrant’s telephone number, including area code (888) 227-3552
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
For the information of
investors, financial analysts and others, Capella Education Company
(“Capella”) has determined to make available (a) its unaudited consolidated balance sheets
as of the end of each of the quarterly fiscal periods in the year ended December 31, 2005 and the
nine months ended September 30, 2006, its unaudited consolidated statements of income for each of
the quarterly fiscal periods in the years ended December 31, 2004 and 2005 and the nine months
ended September 30, 2006, and its unaudited consolidated statements of cash flows for each of the
quarterly fiscal periods in the year ended December 31, 2005 and the nine months ended September
30, 2006 (furnished as Exhibit 99.1 hereto), and (b) its unaudited consolidated statements of
income for each of the quarterly fiscal periods in the nine months ended September 30, 2006 on a
GAAP basis and on a non-GAAP basis giving effect to exclusion of stock-based compensation expense,
together with a reconciliation of such non-GAAP financial measures to the directly comparable GAAP
financial measures, as described below (furnished as Exhibit 99.2 hereto).
Capella has adopted
Statement of Financial Accounting Standards No. 123(R), Share-based
Payment (“FAS 123(R)”), requiring the measurement and recognition of stock-based compensation
using the modified prospective method, which requires the application of the accounting standard as
of January 1, 2006. In accordance with the modified prospective transition method, Capella’s
consolidated financial statements for all periods prior to January 1, 2006 have not been restated
to reflect, and do not include the impact of FAS 123(R). The attached Exhibit 99.2, in addition to
disclosing financial results calculated in accordance with generally accepted accounting principles
in the U.S. (“GAAP”), includes certain “non-GAAP financial measures” under applicable SEC rules.
The amounts shown in the column “Non-GAAP Results” are considered “non-GAAP financial measures”
under applicable SEC rules because they exclude the stock-based compensation expense that is
included in the directly comparable measures calculated in accordance with GAAP, which are shown in
the column entitled “GAAP Results”. These non-GAAP financial measures are for informational
purposes only and may be different from non-GAAP financial measures used by other companies. They
are not intended as a substitute for Capella’s reported GAAP financial measures.
Item 9.01. Financial Statements and Exhibits.
The following Exhibits are being furnished herewith:
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99.1 |
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Unaudited consolidated balance sheets as of the end of each of the
quarterly fiscal periods in the year ended December 31, 2005 and the nine
months ended September 30, 2006, unaudited consolidated statements of income
for each of the quarterly fiscal periods in the years ended December 31, 2004
and 2005 and the nine months ended September 30, 2006, and unaudited
consolidated statements of cash flows for each of the quarterly fiscal periods
in the year ended December 31, 2005 and the nine months ended September 30,
2006. |
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99.2 |
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Unaudited consolidated statements of income for each of the quarterly
fiscal periods in the nine months ended September 30, 2006 on a GAAP basis and
on a non-GAAP basis giving effect to exclusion of stock-based compensation
expense. |
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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, thereunto duly authorized.
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CAPELLA EDUCATION COMPANY |
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Date: December 6, 2006
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By
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/s/ Gregory W. Thom |
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Gregory W. Thom |
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Vice President, General Counsel and
Secretary |
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