UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 10, 2005 (February 10, 2005)
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
| Delaware | 0-24699 | 62-1742957 | ||
| (State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||
| Incorporation) | File Number) | Identification No.) |
| 200 Talcott Avenue South | ||
| Watertown, Massachusetts | 02472 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(617) 673-8000
Not Applicable
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 2.02 Results of Operations and Financial Condition. | ||||||||
| Item 8.01 Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 PRESS RELEASE DATED FEBRUARY 10, 2005 | ||||||||
Item 2.02 Results of Operations and Financial Condition.
On February 10, 2005, Bright Horizons Family Solutions, Inc. (the “Company”) issued a press release regarding its financial results for the fourth quarter ended December 31, 2004. Included in the press release is a calculation of earnings before interest, taxes, depreciation and amortization (“EBITDA”). Management of the Company believes that EBITDA is a useful tool for comparing the Company’s operating results with the operating results of other companies in the childcare industry. We have provided EBITDA in previous earnings releases and believe that providing it now aids investors when they are comparing prior periods. EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States, and should not be considered as an alternative to net income for purposes of evaluating our results of operations. The press release announcing the financial results for the fourth quarter is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On February 9, 2005, the Company’s Board of Directors approved a two-for-one split of its issued and outstanding common stock for shareholders of record as of March 4, 2005. A copy of the press release announcing the stock split is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit 99.1 | Press Release issued by Bright Horizons Family Solutions, Inc. dated
February 10, 2005. |
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.
| BRIGHT HORIZONS FAMILY SOLUTIONS, INC. |
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| By: | /s/ Elizabeth J. Boland | |||
| Elizabeth J. Boland | ||||
| Chief Financial Officer | ||||
Date: February 10, 2005