Attached files
| file | filename |
|---|---|
| EX-99.5 - FLORHAM CONSULTING CORP | v211591_ex99-5.htm |
| EX-99.6 - FLORHAM CONSULTING CORP | v211591_ex99-6.htm |
| EX-99.3 - FLORHAM CONSULTING CORP | v211591_ex99-3.htm |
| EX-99.8 - FLORHAM CONSULTING CORP | v211591_ex99-8.htm |
| EX-99.7 - FLORHAM CONSULTING CORP | v211591_ex99-7.htm |
| EX-99.2 - FLORHAM CONSULTING CORP | v211591_ex99-2.htm |
| EX-99.4 - FLORHAM CONSULTING CORP | v211591_ex99-4.htm |
| EX-99.14 - FLORHAM CONSULTING CORP | v211591_ex99-14.htm |
| EX-99.12 - FLORHAM CONSULTING CORP | v211591_ex99-12.htm |
| EX-99.11 - FLORHAM CONSULTING CORP | v211591_ex99-11.htm |
| EX-99.9 - FLORHAM CONSULTING CORP | v211591_ex99-9.htm |
| EX-99.10 - FLORHAM CONSULTING CORP | v211591_ex99-10.htm |
| EX-10.11 - FLORHAM CONSULTING CORP | v211591_ex10-11.htm |
| EX-99.13 - FLORHAM CONSULTING CORP | v211591_ex99-13.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
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 1, 2010
OAK
TREE EDUCATIONAL PARTNERS, INC.
(Exact
name of registrant as specified in charter)
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Delaware
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000-52634
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20-2329345
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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845
Third Avenue, 6th
Floor
New
York, New York 10022
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (646) 290-5290
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):
¨
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))
EXPLANATORY
NOTE
As
previously reported by Oak Tree Educational Partners, Inc. (the “Company”) in its
Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 7, 2010 (the “Original Report”), on
December 1, 2010 (the “Closing Date”), the
Company consummated the acquisition of Educational Training Institute, Inc.
(“ETI”)
pursuant to an amended and restated agreement and plan of merger dated as of
November 30, 2010 (the “Merger Agreement”) by
and among the Company, ETI Acquisition Corp. (a newly formed acquisition
subsidiary of the Company) (“Mergerco”), ETI and
its stockholders being Messrs. Joseph Monaco, Harold Kaplan and their wives and
daughters (collectively, the “ETI Stockholders”)
pursuant to which Mergerco was merged with and into ETI, with ETI as the
surviving corporation of the merger (the “Merger”). Upon
consummation of the Merger, ETI became a wholly-owned subsidiary of the
Company.
Also
disclosed by the Company in the Original Report, immediately following
consummation of the Merger referred to above, the Company consummated the
acquisition of Culinary Tech Center, LLC (“CTC”) and
Professional Culinary Academy LLC, formerly Professional Culinary Institute LLC
(“PCA” and
together with ETI and CTC, the “Culinary Group”)
pursuant to an amended and restated membership interest purchase agreement (the
“Purchase
Agreement”) with the Culinary Group and Messrs. Monaco and Kaplan, the
sole members of CTC and PCA. Under the terms of the Purchase
Agreement, ETI (now a wholly-owned subsidiary of the Company) purchased from
Messrs. Monaco and Kaplan 100% of the membership interests of each of CTC and
PCA.
The full
text of the Original Report, together with the full text of each agreement and
other documents filed as exhibits to the Original Report, are incorporated
herein by reference.
This
Amendment on Form 8-K/A (the “Amendment”) amends
the Original Report for purposes of providing:
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·
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a
promissory note issued by the Company to the ETI Stockholders on December
1, 2010, as contemplated by the Merger Agreement, in an amount equal to
all pre-tax profits of the Culinary Group for the 2010 Fiscal Year that
have not been distributed by the Culinary Group to the ETI
Stockholders;
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·
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the
audited financial statements of ETI, CTC and PCA as of November 30, 2010
and for the eleven months then
ended;
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·
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the
audited financial statements of ETI, CTC and PCA as of December 31, 2009
and for the year then ended;
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·
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the
unaudited financial statements of ETI, CTC and PCA as of September 30,
2010 and for the nine months then
ended;
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·
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the
unaudited financial statements of ETI, CTC and PCA as of September 30,
2009 and for the nine months then ended;
and
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·
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the
pro forma financial statements of the Company and subsidiaries and ETI,
CTC and PCA as of September 30, 2010 and for the nine months then ended
and for the year ended December 31,
2009.
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Item
9.01 Financial Statements and Exhibits.
(a) Financial statements of
businesses acquired.
In
accordance with Item 9.01(a) of Form 8-K, ETI’s audited financial statements as
of November 30, 2010 and for the eleven months then ended are filed in this Form
8-K/A as Exhibit 99.2.
-1-
In
accordance with Item 9.01(a) of Form 8-K, CTC’s audited financial statements as
of November 30, 2010 and for the eleven months then ended are filed in this Form
8-K/A as Exhibit 99.3.
In
accordance with Item 9.01(a) of Form 8-K, PCA’s audited financial statements as
of November 30, 2010 and for the eleven months then ended are filed in this Form
8-K/A as Exhibit 99.4.
In
accordance with Item 9.01(a) of Form 8-K, ETI’s audited financial statements as
of December 31, 2009 and for the year then ended are filed in this Form 8-K/A as
Exhibit 99.5.
In
accordance with Item 9.01(a) of Form 8-K, CTC’s audited financial statements as
of December 31, 2009 and for the year then ended are filed in this Form 8-K/A as
Exhibit 99.6.
In
accordance with Item 9.01(a) of Form 8-K, PCA’s audited financial statements as
of December 31, 2009 and for the year then ended are filed in this Form 8-K/A as
Exhibit 99.7.
In
accordance with Item 9.01(a) of Form 8-K, ETI’s unaudited financial statements
as of September 30, 2010 and for the nine months then ended are filed in this
Form 8-K/A as Exhibit 99.8.
In
accordance with Item 9.01(a) of Form 8-K, CTC’s unaudited financial statements
as of September 30, 2010 and for the nine months then ended are filed in this
Form 8-K/A as Exhibit 99.9.
In
accordance with Item 9.01(a) of Form 8-K, PCA’s unaudited financial statements
as of September 30, 2010 and for the nine months then ended are filed in this
Form 8-K/A as Exhibit 99.10.
In
accordance with Item 9.01(a) of Form 8-K, ETI’s unaudited financial statements
as of September 30, 2009 and for the nine months then ended are filed in this
Form 8-K/A as Exhibit 99.11.
In
accordance with Item 9.01(a) of Form 8-K, CTC’s unaudited financial statements
as of September 30, 2009 and for the nine months then ended are filed in this
Form 8-K/A as Exhibit 99.12.
In
accordance with Item 9.01(a) of Form 8-K, PCA’s unaudited financial statements
as of September 30, 2009 and for the nine months then ended are filed in this
Form 8-K/A as Exhibit 99.13.
(b) Pro forma financial
information.
In
accordance with Item 9.01(b) of Form 8-K, the pro forma financial
statements of the Company and subsidiaries and ETI, CTC and PCA as of September
30, 2010 and for the nine months then ended and for the year ended December 31,
2009 are filed in this Form 8-K/A as Exhibit 99.14.
(c) Shell company
transactions.
Not
applicable.
-2-
(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Agreement and Plan of Merger dated November 30, 2010 by and
among Oak Tree Educational Partners, Inc., ETI Acquisition Corp.,
Educational Training Institute, Inc., and the stockholders of Educational
Training Institute, Inc. (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 7, 2010).
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10.2
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Amended
and Restated Interest Purchase Agreement dated November 30, 2010 by and
among Oak Tree Educational Partners, Inc., Culinary Tech Center LLC,
Professional Culinary Institute LLC, Educational Training Institute, Inc.,
Joseph Monaco and Harold Kaplan (incorporated by reference to Exhibit 10.2
to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 7, 2010).
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10.3
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Form
of Employment Agreement with Joseph Monaco and Harold Kaplan (incorporated
by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 7,
2010).
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10.4
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Loan
Agreement dated November 30, 2010 by and among Oak Tree Educational
Partners, Inc. and its subsidiaries, and Deerpath Funding, LP
(incorporated by reference to Exhibit 10.4 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December
7, 2010).
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10.5
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$3,000,000
Initial Term Promissory Note dated November 30, 2010 issued to Deerpath
Funding, LP (incorporated by reference to Exhibit 10.5 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 7, 2010).
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10.6
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Warrant
to Purchase Shares of Common Stock dated November 30, 2010 (incorporated
by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 7,
2010).
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10.7
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Security
Agreement dated November 30, 2010 by and among Oak Tree Educational
Partners, Inc. and its subsidiaries, and Deerpath Funding, LP
(incorporated by reference to Exhibit 10.7 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December
7, 2010).
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10.8
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Pledge
Agreement dated November 30, 2010 by and among Oak Tree Educational
Partners, Inc. and certain its subsidiaries, and Deerpath Funding, LP
(incorporated by reference to Exhibit 10.8 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December
7, 2010).
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10.9
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Subordination
and Intercreditor Agreement dated November 30, 2010 by and among Valley
Anesthesia, Inc., Valley Anesthesia Educational Programs, Inc. and
Deerpath Funding, LP (incorporated by reference to Exhibit 10.9 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 7, 2010).
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10.10
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Amended
and Restated Security Agreement dated November 30, 2010 by and among Oak
Tree Educational Partners, Inc., Valley Anesthesia, Inc. and their
respective subsidiaries, and Valley Anesthesia Educational Programs, Inc.
(incorporated by reference to Exhibit 10.10 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on
December 7, 2010).
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10.11
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Form
of Promissory Note of Oak Tree Educational Partners, Inc. dated December
1, 2010 as issued to the ETI
Stockholders.
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-3-
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99.1
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Press
Release of Oak Tree Educational Partners, Inc. dated December 2, 2010
(incorporated by reference to Exhibit 99.1 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December
7, 2010).
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99.2
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The
audited financial statements of Educational Training Institute, Inc. as of
November 30, 2010 and for the eleven months then ended.
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99.3
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The
audited financial statements of Culinary Tech Center, LLC as of November
30, 2010 and for the eleven months then ended.
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99.4
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The
audited financial statements of Professional Culinary Academy LLC as of
November 30, 2010 and for the eleven months then ended.
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99.5
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The
audited financial statements of Educational Training Institute, Inc. as of
December 31, 2009 and for the year then ended.
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99.6
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The
audited financial statements of Culinary Tech Center, LLC as of December
31, 2009 and for the year then ended.
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99.7
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The
audited financial statements of Professional Culinary Academy LLC as of
December 31, 2009 and for the year then ended.
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99.8
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The
unaudited financial statements of Educational Training Institute, Inc. as
of September 30, 2010 and for the nine months then
ended.
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99.9
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The
unaudited financial statements of Culinary Tech Center, LLC as of
September 30, 2010 and for the nine months then ended.
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99.10
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The
unaudited financial statements of Professional Culinary Academy LLC as of
September 30, 2010 and for the nine months then ended.
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99.11
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The
unaudited financial statements of Educational Training Institute, Inc. as
of September 30, 2009 and for the nine months then
ended.
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99.12
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The
unaudited financial statements of Culinary Tech Center, LLC as of
September 30, 2009 and for the nine months then ended.
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99.13
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The
unaudited financial statements of Professional Culinary Academy LLC as of
September 30, 2009 and for the nine months then ended.
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99.14
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Pro Forma Financial Statements of
Oak Tree Educational Partners, Inc. and Subsidiaries and Educational Training
Institute, Inc.,
Culinary Tech Center, LLC and Professional Culinary Academy
LLC as of September 30, 2010 and for
the nine months then ended and for the year ended December 31,
2009.
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-4-
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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OAK
TREE EDUCATIONAL PARTNERS, INC.
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(Registrant)
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By:
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/s/ Joseph J.
Bianco
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Name:
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Joseph
J. Bianco
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Title:
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Chief
Executive
Officer
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Date: February
16, 2011
-5-