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) May 24, 2007
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NEBRASKA 68508
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 458-2370
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
At the 2007 annual meeting of shareholders of Nelnet, Inc. (the
"Company") held on May 24, 2007, the shareholders of the Company approved an
amendment to the Company's Restricted Stock Plan (the "Plan") to increase the
authorized number of shares of the Company's Class A common stock that may be
issued under the Plan from a total of 1,000,000 shares to a total of 2,000,000
shares. Additional information about the amendment can be found in the Company's
definitive proxy statement on Schedule 14A for the annual meeting of
shareholders, as filed with the Securities and Exchange Commission on April 23,
2007.
The Plan provides for grants of awards of restricted shares and
restricted stock units to employees of the Company and its subsidiaries and
affiliates. As amended, the Plan allows for the issuance of a total of 2,000,000
shares of the Company's Class A common stock pursuant to restricted share or
restricted stock unit awards. The Plan is administered by the Compensation
Committee of the Company's Board of Directors. Subject to the provisions of the
Plan, the Compensation Committee has the authority to select employees to whom
awards may be granted, determine the number of awards to be granted and the
number of shares to which an award may relate, and determine the terms and
conditions of any award granted under the Plan. The foregoing summary is
qualified in its entirety to the complete text of the Plan, as amended, a copy
of which is filed with this report as Exhibit 10.1 and is incorporated by
reference herein.
ITEM 8.01 OTHER EVENTS.
On May 25, 2007, the Company sold EDULINX Canada Corporation, a Canadian
student loan service provider and subsidiary of the Company ("EDULINX"), to
Resolve, a business outsourcing firm based in Canada ("Resolve").
The total amount of cash consideration to be paid to the Company is
expected to be between $18 and $22 million. The final purchase price is subject
to change based on a final working capital purchase price adjustment and certain
post-closing performance factors as defined in the agreement for the sale. The
initial consideration to the Company is approximately $18 to $19 million. In
addition, the Company may receive an additional payment estimated to be up to
$2.5 million in May 2008 from Resolve based on EDULINX meeting certain
performance measures as defined in an existing servicing agreement between
EDULINX and the Government of Canada.
During the second quarter of 2007, the Company expects to record an
approximately $8 to $9 million loss, net of tax, or approximately $0.16 to $0.18
per share loss, related to EDULINX. This includes an approximately $10 to $11
million loss, net of tax, or approximately $0.20 to $0.22 per share loss, from
the sale, which is offset by the operating income from EDULINX for the period.
If the Company receives the May 2008 incentive payment of up to $2.5 million,
these additional proceeds will be recognized by the Company as a gain in the
period when such cash is received. As a result, the Company could record a gain
of up to $0.05 per share, net of tax, if and when this cash is received in 2008.
2
The Company will report the current and prior period results of
operations of EDULINX as discontinued operations in its consolidated financial
statements. In addition to evaluating the Company's GAAP-based financial
information, management also evaluates the Company on certain non-GAAP
performance measures referred to as base net income. Base net income as defined
by the Company is GAAP net income excluding derivative market value, foreign
currency, and put option adjustments, the amortization of intangible assets,
non-cash stock based compensation related to business combinations, and
variable-rate floor income. Base net income will also exclude the discontinued
operations, including the current period loss from the sale of EDULINX, and any
future period gains from the receipt of additional consideration from the sale
of EDULINX. While base net income is not a substitute for reported results under
GAAP, the Company provides base net income as additional information regarding
its financial results. Base net income is a non-GAAP financial measure and may
not be comparable to similarly titled measures reported by other companies. The
Company's base net income presentation does not represent another comprehensive
basis of accounting. The Company does not expect the sale of EDULINX to have any
material effect on certain forward looking base net income information discussed
by the Company in prior publicly accessible earnings conference calls during
2007.
Information contained in this report, other than historical information,
may be considered forward looking in nature and subject to various risks,
uncertainties, and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, or
expected.
The Company issued a press release on May 28, 2007 announcing the sale
of EDULINX. A copy of the press release is filed as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description
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10.1 Nelnet, Inc. Restricted Stock Plan, as amended
through May 24, 2007
99.1 Press Release of Nelnet, Inc. dated May 28, 2007 -
"Nelnet Announces Sale of EDULINX"
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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.
NELNET, INC.
Date: May 31, 2007 By: /s/ TERRY J. HEIMES
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Terry J. Heimes
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Nelnet, Inc. Restricted Stock Plan, as amended through
May 24, 2007
99.1 Press Release of Nelnet, Inc. dated May 28, 2007 -
"Nelnet Announces Sale of EDULINX"
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