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)
|
|
February 26, 2007 |
|
|
|
|
|
Capella Education Company
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Minnesota
|
|
001-33140
|
|
41-1717955 |
| |
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 225 South 6th Street, 9th Floor |
|
|
| Minneapolis, Minnesota
|
|
55402 |
| |
| (Address of principal executive offices)
|
|
(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 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2007, Capella University (the “University”), a wholly owned subsidiary of Capella
Education Company (the “Company”), announced a new
leadership structure and commencement of a nationwide search for a
new University President. Michael Offerman will resign as University
President and Senior Vice President of the Company effective upon the hiring of a new University President, at which time
Dr. Offerman will assume the titles of Vice Chairman-External University Initiatives of the Company
and President Emeritus of the University. Also in connection with the University’s new leadership
structure, Paul Schroeder, previously Senior Vice President of the
University and the Company, has assumed a new role. Effective February 26, 2007, Mr. Schroeder assumed the newly created position of
Senior Vice President—Operations and Business Transformation for the Company.
|
|
|
| Item 7.01. |
|
Regulation FD Disclosure. |
On March 1, 2007, the University issued a press release announcing its new leadership
structure, including additional detail regarding the matters discussed under Item 5.02 above.
Attached as Exhibit 99 and incorporated herein by reference is a copy of such press release.
The information in this Item 7.01, including the press release incorporated by reference
herein, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section, or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing. This report will not be deemed a determination or an admission as to the materiality of
any information in the report that is required to be disclosed solely by Regulation FD.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits. |
The following Exhibit is furnished herewith:
| |
99 |
|
Press Release dated March 1, 2007. |
2
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.
| |
|
|
|
|
| |
CAPELLA EDUCATION COMPANY
|
|
| Date: March 1, 2007 |
By |
/s/ Gregory W. Thom
|
|
| |
|
Gregory W. Thom |
|
| |
|
Vice President, General Counsel and
Secretary |
|
| |
3