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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 13, 2015

 

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AMBASSADORS GROUP, INC.

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157 S. Howard, Suite 601, Spokane WA  99201

(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)

 

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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))

 

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Explanatory Note.

 

This Amendment to Form 8-K is being filed to amend Item 2.05 of the Current Report on Form 8-K filed by Ambassadors Group, Inc. (the “Company”) on July 13, 2015.  This amendment provides updated information pertaining to the estimated costs and timeline for its plan to cease operations and close its student and adult travel business by the end of 2015.

Item 2.05.

Costs Associated with Exit or Disposal Activities.

 

On July 13, 2015, Ambassadors Group, Inc. (the “Company”) announced its plan to cease operations and close its student and adult travel business by the end of 2015.  In connection with the closure of its operations, the Company will incur cash and non-cash charges for severance and related compensation benefits, rent and other contract termination fees, acceleration of depreciation and other prepaid costs, and other associated costs related to its closing (unaudited):

 

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Approximately $1.3 million to $2.4 million in severance costs, including $0.3 million in non-cash charges for the acceleration of equity awards under the terms of existing separation agreements;

 

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Non-cash charge of approximately $2.0 million in property and equipment and other asset write-downs;

 

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Estimated $0.6 million to $1.3 million in various contract termination fees, ongoing maintenance expenditures, and facility and business closure expenses; and

 

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Approximately $0.4 million to $0.8 million in estimated legal and other professional fees including estimated ongoing insurance costs.

 

The Company expects to recognize the majority of the charges in the third quarter of 2015.

Special Note Regarding Forward-Looking Statements

 

The information in this Item 2.05 contains certain forward-looking statements based on currently available information and projections about future events and trends, including, but not limited to, statements related to the estimated charges for the workforce reduction. Forward-looking statements, which are included per the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this release.  Such forward-looking statements speak only as of the date of this Current Report on Form 8-K and may not reflect risks related to international unrest, outbreak of disease, conditions in the travel industry, the direct marketing environment, changes in economic conditions and changes in the competitive environment.  We expressly disclaim any obligation to provide public updates or revisions to any forward-looking statements found herein to reflect any changes in expectations or any change in events.  Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be met.  For a more complete discussion of certain risks and uncertainties that could cause actual results to differ materially from anticipated results, please refer to the Company’s annual report on Form 10-K filed with the SEC on March 25, 2015, and its proxy statement filed March 30, 2015.

 

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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.

	AMBASSADORS GROUP, INC.
Date July 23, 2015	By:	/s/ Philip B. Livingston
		Philip B. Livingston
		Chief Executive Officer

 

 

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