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): October 29,
2018
National American University Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34751
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83-0479936
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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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5301 Mt. Rushmore RoadRapid City, SD
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55701
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(Address of principal executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(605)
721-5220
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 2.05 Costs Associated with Exit or Disposal
Activities.
On October 29, 2018, National American University’s Board of
Governors approved a strategic plan that focuses National American
University’s growth strategies on online academic programs
and expanding its programming and services related to strategic
security, counter-terrorism, and intelligence for the public and
private sectors. National American University remains committed to
offering many of its current programs and maintaining its
longstanding mission to assist students in achieving their
educational goals and preparing them for employment in a rapidly
evolving and increasingly competitive employment
market.
In alignment with
its new strategic plan, National American University suspended new
student enrollment in 34 of its 128 programs effective November 1,
2018. National American University will continue to serve active
students currently enrolled in these programs. To accelerate its
strategic shift to online academic programs and to gain greater
efficiencies through the centralization of its student-facing
services, the Company is implementing appropriate staff reductions
and other personnel actions.
In connection with these changes, the Company anticipates that it
will incur asset impairment charges of up to $5 million in the
second quarter of fiscal year 2019 to reduce the carrying value of
long-lived assets to their respective fair value. The Company also
anticipates paying approximately $0.9 million related to cash
severance and related costs for staff reductions. In addition,
current ground locations with remaining lease obligations may incur
charges representing the net present value of the remaining lease
obligations reduced by an estimated amount for sublease income. The
estimated amount of the charges cannot be determined at this time
as it depends on the timing of the strategic shift for each
location and the actual enrollment of students at such
locations.
Item 2.06 Material Impairments.
As detailed in Item 2.05, above, the Company anticipates it will
incur asset impairment charges of up to $5 million in the second
quarter of fiscal year 2019 to reduce the carrying value of
long-lived assets to their respective fair value.
Cautionary
Language Concerning Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements
including, but not limited to, statements regarding the expected
timing and anticipated effects of the closure of the
Company’s campuses and suspension of certain programs listed
in Item 2.05 above, and other statements that are not purely
statements of historical fact. These forward-looking statements are
based on information available at the time such statements are made
and the current good faith beliefs, expectations and assumptions of
the Company's management. Such statements are subject to a number
of risks and uncertainties that could cause actual results to
differ materially from those anticipated, including, but not
limited to, uncertainties regarding the costs listed in Item 2.05
above, and the factors described in the Company's Annual Report on
Form 10-K/A for the fiscal year ended May 31, 2018, filed with the
Securities and Exchange Commission (the "SEC"), and in subsequent
reports on Form 10-Q and Form 8-K and other filings made by the
Company with the SEC. Investors are cautioned not to place undue
reliance on any forward-looking statements. All forward-looking
statements speak only as of the date such statements are made.
Except to the extent required by law, the Company disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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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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Date: November 2, 2018
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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
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By:
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/s/ Ronald L.
Shape
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Name:
Title:
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Ronald L. Shape,
Ed. D.Chief Executive Officer
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