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: October 9, 2015 (October 7, 2015)
Learning Tree International, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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0-27248 |
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95-3133814 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1831 Michael Faraday Drive, Reston, Virginia |
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20190 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (703) 709-9119
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
(b) Resignation of Principal Executive Officer
On October 7, 2015, Dr. David C. Collins submitted his written resignation as Chief Executive Officer of Learning Tree International, Inc. (the “Company”) to the Company’s Board of Directors (the “Board”). Dr. Collins resignation was effective October 7, 2015. Dr. Collins will continue to serve as Chairman of the Board.
(c) Appointment of New Principal Executive Officer
Effective on October 7, 2015, Mr. Richard A. Spires was appointed as the Chief Executive Officer of the Company. Mr. Spires currently serves on the Board of the Company and will continue to serve as a director, however, he will no longer receive compensation for service on the Board. Mr. Spires intends to resign from serving on the Board’s Audit Committee.
Mr. Spires, ( 54), has served on our Board since December 2013. Mr. Spires previously served as the Chief Executive Officer (CEO) of Resilient Network Systems, Incorporated from December 2013 to October 2015. He served as the Chief Information Officer (CIO) at the United States Department of Homeland Security (DHS) from August 2009 through May 2013, in which he was responsible for the management of the Department’s $5.6 billion annual IT budget. Mr. Spires held a number of positions at the Internal Revenue Service (IRS) from 2004 through 2008. He served as the Deputy Commissioner for Operations Support, having overall responsibility for the key support and administrative functions for the IRS, to include Information Technology, Human Capital, Finance, Shared Services, Real Estate, and Security functions. Prior to becoming Deputy Commissioner, Mr. Spires served as the IRS’ CIO, with overall strategic and operational responsibility for a $2 billion budget and a 7,000-person Modernization and Information Technology Services organization. Mr. Spires led the IRS’s Business Systems Modernization program for two and half years, which is considered one of the largest and most complex information technology modernization efforts undertaken to date. From 2000 through 2003, Mr. Spires served as President, Chief Operating Officer, and Director of Mantas, Inc., an approximately 50 person software company that provided business intelligence solutions to the financial services industry. From 1984 until 2000, Mr. Spires served in various positions with SRA International, to include Senior Vice President responsible for a $25 million business unit serving the financial services, telecommunications, and legal markets. Mr. Spires has an engineering background holding bachelor degrees from the University of Cincinnati and a master’s of science in engineering from the George Washington University and has received a number of awards for his leadership in IT management, particularly in Federal Government IT.
The terms of Mr. Spires employment as Chief Executive Officer of the Company are set forth in an Employment Agreement between Mr. Spires and the Company, dated October 7, 2015 (“Employment Agreement”). The Employment Agreement provides that Mr. Spires employment with the Company is at-will and can be terminated at any time with or without cause. In accordance with the Employment Agreement and the terms of his employment with the Company, Mr. Spires will receive annual compensation of $500,000. He will also be entitled to receive incentive based bonuses for the Company’s financial performance in the Company’s 2016 fiscal year (“FY2016) comprised of a bonus of up to $200,000, with a minimum of $100,000 guaranteed, and an additional bonus of $50,000 for each financial target that is achieved by the Company above the Company’s established budget for FY2016. Mr. Spires would be eligible to receive a substantially similar incentive-based bonus for the 2017 fiscal year (“FY2017”) based on Company financial performance for FY2017, however, only $50,000 of the incentive-based bonus in FY2017 would be guaranteed. In addition, Mr. Spires was granted 500,000 stock options, of which 300,000 were granted under the Company’s 2007 Equity Incentive Plan, as amended, with the remaining 200,000 stock options being non-qualified stock options granted pursuant to separate stock option grant agreements. The stock options will vest in equal annual installments (or 125,000 shares annually) over four (4) years beginning on the first anniversary of the date of grant. Mr. Spires may receive an additional grant of 100,000 non-qualified stock options outside of the 2007 Incentive Plan that would be exercisable for shares of common stock, subject to such grant receiving the prior approval of the Board or committee thereof. The stock options granted are subject to accelerated vesting or are otherwise required to be assumed and continue under their existing terms in the event of a change of control of the Company or in the event that the Company is otherwise taken private by merger, stock purchase, asset purchase or other acquisition transaction.
There is no arrangement or understanding, other than the Employment Agreement, the incentive based bonuses, the stock option grants, and related employment terms described herein, between Mr. Spires and any other person pursuant to which Mr. Spires has been selected as an officer of the Company. Except as described herein and the compensation received as a member of the Board prior to the date hereof, Mr. Spires has not engaged in any transaction exceeding $120,000 with the Company and does not have a family relationship with any director or executive officer of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
An amendment (the “Amendment”) to Article IV, Section 3 of the Company’s Bylaws, as amended (the “Bylaws”) as well as conforming changes as a result of this Amendment, were adopted by the Board providing that the Chairman of the Board of the Company no longer must also serve as the Chief Executive Officer of the Company, as well as to incorporate duties of a Chief Executive Officer. The Amendment became effective on October 7, 2015. A copy of the Bylaws reflecting the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.2.
Item 7.01. Regulation FD Disclosure.
On October 7, 2015, the Company issued a press release announcing the resignation of Dr. Collins as Chief Executive Officer of the Company and the appointment of Mr. Spires as Chief Executive Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
3.2 |
Bylaws of Learning Tree International, Inc., as amended, on October 7, 2015. |
99.1 | Press release dated October 7, 2015. |
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.
Date: October 9, 2015 |
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LEARNING TREE INTERNATIONAL, INC. |
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By: |
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/s/ Max Shevitz |
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Max Shevitz |
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President |
Exhibit 3.2
LEARNING TREE INTERNATIONAL, INC.
BYLAWS
(as amended through October 7, 2015)
TABLE OF CONTENTS
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ARTICLE I OFFICES |
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1 |
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Section 1. |
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Registered Office |
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1 |
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Section 2. |
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Other Offices |
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1 |
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ARTICLE II MEETINGS OF STOCKHOLDERS |
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1 |
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Section 1. |
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Place of Meetings |
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1 |
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Section 2. |
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Annual Meetings |
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1 |
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Section 3. |
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Special Meetings |
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1 |
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Section 4. |
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Notice of Meetings |
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2 |
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Section 5. |
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Quorum; Adjournment |
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2 |
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Section 6. |
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Proxies and Voting |
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2 |
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Section 7. |
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Stock List |
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3 |
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Section 8. |
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Actions by Stockholders |
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3 |
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ARTICLE III BOARD OF DIRECTORS |
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3 |
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Section 1. |
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Duties and Powers |
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3 |
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Section 2. |
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Number and Term of Office |
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4 |
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Section 3. |
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Vacancies |
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4 |
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Section 4. |
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Meetings |
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4 |
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Section 5. |
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Quorum |
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5 |
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Section 6. |
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Actions of a Board Without a Meeting |
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5 |
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Section 7. |
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Meetings by Means of Conference Telephone |
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5 |
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Section 8. |
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Committees |
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5 |
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Section 9. |
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Compensation |
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6 |
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Section 10. |
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Removal |
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ARTICLE IV OFFICERS |
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Section 1. |
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General |
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Section 2. |
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Election; Term of Office |
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Section 3. |
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Chairman of the Board and Chief Executive Officer |
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Section 4. |
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President |
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Section 5. |
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Vice President |
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7 |
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Section 6. |
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Secretary |
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Section 7. |
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Assistant Secretaries |
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Section 8. |
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Treasurer |
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8 |
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Section 9. |
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Assistant Treasurers |
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Section 10. |
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Other Officers |
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ARTICLE V STOCK |
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Section 1. |
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Form of Certificates |
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Section 2. |
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Signatures |
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9 |
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Section 3. |
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Lost Certificates |
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9 |
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Section 4. |
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Transfers |
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9 |
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Section 5. |
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Record Date |
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Section 6. |
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Beneficial Owners |
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Section 7. |
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Voting Securities Owned by the Corporation |
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ARTICLE VI NOTICES |
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Section 1. |
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Notices |
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Section 2. |
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Waiver of Notice |
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ARTICLE VII GENERAL PROVISIONS |
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Section 1. |
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Dividends |
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Section 2. |
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Disbursements |
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Section 3. |
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Corporation Seal |
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ARTICLE VIII DIRECTORS’ LIABILITY AND INDEMNIFICATION |
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Section 1. |
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Directors’ Liability |
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Section 2. |
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Right to Indemnification |
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Section 3. |
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Right of Claimant to Bring Suit |
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Section 4. |
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Non-Exclusivity of Rights |
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Section 5. |
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Insurance and Trust Fund |
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Section 6. |
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Indemnification of Employees and Agents of the Corporation |
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Section 7. |
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Amendment |
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ARTICLE IX AMENDMENTS |
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BYLAWS
OF
LEARNING TREE INTERNATIONAL, INC.
(hereinafter called the “Corporation”)
ARTICLE I
OFFICES
Section 1. Registered Office . The registered office of the Corporation shall be in the city of Dover, County of Kent, State of Delaware.
Section 2. Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings . The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings . Special Meetings of the stockholders may be called by the Board of Directors, Chairman of the Board, the Chief Executive Officer or the President, or by the Secretary at the request in writing of stockholders beneficially owning at least 20% of all issued and outstanding common stock of the Corporation entitled to vote at the meeting. Upon request in writing to the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or the Secretary by any such person or persons (other than the Board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within 20 days after the receipt of the request, such person or persons entitled to call the meeting may give the notice.
Section 4. Notice of Meetings . Written notice of the place, date, and time of all meetings of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation.
Section 5. Quorum; Adjournment . At any meeting of the stockholders, the holders of a majority of all the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented.
When a meeting is adjourned to another place, date, or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Section 6. Proxies and Voting . At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation.
All voting, including on the election of directors but excepting where otherwise provided herein or required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation, all other matters shall be determined by a majority of the votes cast.
Section 7. Stock List . A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
Section 8. Actions by Stockholders . Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Duties and Powers . The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
Section 2. Number and Term of Office .
(a) The Board of Directors shall consist of eight (8) members. Such set number of directors may be changed from time to time by resolution of the Board of Directors, except as otherwise provided by law or the Certificate of Incorporation. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.
(b) The Board of Directors shall be divided into three classes, as nearly equal in numbers as the then total number of directors constituting the entire Board permits with the term of office of one class expiring each year. As designated in a written consent of the Shareholders dated August 29, 1995, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Subject to the foregoing, at each annual meeting of stockholders the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.
Section 3. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director or by the stockholders entitled to vote at any Annual or Special Meeting held in accordance with Article II, and the directors so chosen shall hold office until the next Annual or Special Meeting duly called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 4. Meetings . The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly-elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President or a majority of the directors then in office.
Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws.
Section 5. Quorum . Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Actions of Board Without a Meeting . Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Section 7. Meetings by Means of Conference Telephone . Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.
Section 8. Committees . The Board of Directors may, by resolution passed by a majority of the directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.
Section 9. Compensation . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid for their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
Section 10. Removal . Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
Section 1. General . The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board, a Chief Executive Officer or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer). The Board of Directors may also appoint one or more vice presidents, assistant secretaries or assistant treasurers, and such other officers as the Board of Directors, in its discretion, shall deem necessary or appropriate from time to time. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.
Section 2. Election; Term of Office . The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect a Chairman of the Board, a Chief Executive Officer or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer), and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties customarily exercised by such officer; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove any officer.
Section 3. Chairman of the Board and Chief Executive Officer . The Board of Directors shall have a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors and shall have such other duties and powers as may be prescribed by the Board of Directors from time to time. In addition, the Corporation shall, unless otherwise determined by the Board of Directors, have a Chief Executive Officer of the Corporation, who may also serve as Chairman of the Board. The Chief Executive Officer has general charge and control over the affairs of the Corporation subject to the Board of Directors. In absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board has not designated a Chairman, the Chief Executive Officer shall perform the duties of the Chairman of the Board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.
Section 4. President . The President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these Bylaws or the Board of Directors. In absence of the Chairman of the Board or the Chief Executive Officer or in the event of their inability or refusal to act, or if the Board has not designated a Chairman or Chief Executive Officer, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.
Section 5. Vice President . In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The vice presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.
Section 6. Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Section 7. Assistant Secretaries . Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Secretary, and shall have the authority to perform all functions of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.
Section 8. Treasurer . The Treasurer shall be the Chief Financial Officer, shall have the custody of the corporate funds and securities, shall keep complete and accurate accounts of all receipts and disbursements of the Corporation, and shall deposit all monies and other valuable effects of the Corporation in its name and to its credit in such banks and other depositories as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers and receipts for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall, when and if required by the Board of Directors, give and file with the Corporation a bond, in such form and amount and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of his or her duties as Treasurer. The Treasurer shall have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.
Section 9. Assistant Treasurers . Except as may be otherwise provided in these Bylaws, Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Treasurer, and shall have the authority to perform all functions of the Treasurer, and when so acting, shall have the powers of and be subject to all the restrictions upon the Treasurer.
Section 10. Other Officers . Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. Form of Certificates . Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.
Section 2. Signatures . Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
Section 3. Lost Certificates . The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers . Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender if the certificate therefor, which shall be cancelled before a new certificate shall be issued.
Section 5. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Beneficial Owners . The Corporation shall be entitled to recognize the exclusive right of a person Registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the law.
Section 7. Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or the Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.
ARTICLE VI
NOTICES
Section 1. Notices . Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable and such notice shall be deemed to be given at the time of receipt thereof if given personally or at the time of transmission thereof if given by telegram, telex or cable.
Section 2. Waiver of Notice . Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member or a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock or in any combination thereof. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements . All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.
Section 3. Corporation Seal . The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
DIRECTORS’ LIABILITY AND INDEMNIFICATION
Section 1. Directors’ Liability . No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the Delaware General Corporation Law is amended hereafter to further eliminate or limit the personal liability of directors, the liability of a director of this Corporation shall be limited or eliminated to the fullest extent permitted by the Delaware General Corporation Law, as amended.
Section 2. Right to Indemnification . Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving (during his or her tenure as director and/or officer) at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is an alleged action or inaction in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law (or other applicable law), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with such Proceeding. Such director or officer shall have the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law (or other applicable law) requires, the payment of such expenses in advance of the final disposition of any such Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it should be determined ultimately that he or she is not entitled to be indemnified under this Article or otherwise.
Section 3. Right of Claimant to Bring Suit . If a claim under Section 2 of this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, together with interest thereon, and, if successful in whole or part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (or of its full Board of Directors, its directors who are not parties to the Proceeding with respect to which indemnification is claimed, its stockholders, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law (or other applicable law), nor an actual determination by any such person or persons that such claimant has not met such applicable standard of conduct, shall be a defense to such action or create a presumption that the claimant has not met the applicable standard of conduct.
Section 4. Non-Exclusivity of Rights . The rights conferred by this Article shall not be exclusive of any other right which any director, officer, representative, employee or other agent may have or hereafter acquire under the Delaware General Corporation Law or any other statute, or any provision contained in the Corporation’s Certificate of Incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders or disinterested directors, or otherwise.
Section 5. Insurance and Trust Fund . In furtherance and not in limitation of the powers conferred by statute:
(1) the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and
(2) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the fullest extent permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amount as may become necessary to effect indemnification as provided therein, or elsewhere.
Section 6. Indemnification of Employees and Agents of the Corporation . The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, including the right to be paid by the Corporation the expenses incurred in defending any Proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII or otherwise with respect to the indemnification and advancement of expenses of directors and officers of the corporation.
Section 7. Amendment . This Article VIII is also contained in Articles SEVEN and EIGHT of the Corporation’s Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed. Any repeal or modification of this Article VIII shall not change the rights of an officer or director to indemnification with respect to any action or omission occurring prior to such repeal or modification.
ARTICLE IX
AMENDMENTS
Except as otherwise specifically stated within an Article to be altered, amended or repealed, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting.
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Exhibit 99.1
Contact: Max Shevitz |
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FOR IMMEDIATE RELEASE |
President | ||||||||
Tel: 703/925-5590 | ||||||||
Email: max_shevitz@learningtree.com |
LEARNING TREE ANNOUNCES NEW CHIEF EXECUTIVE OFFICER – RICHARD A. SPIRES
RESTON, VA., October 7, 2015 – Learning Tree (OTCQX: LTRE) announced today that Richard A. Spires has accepted the position of Chief Executive Officer of the Company. Richard Spires has been an independent member of Learning Tree’s Board of Directors since December 2013. In conjunction with Spires’ appointment, Dr. David Collins announced his resignation as the Company’s CEO, effective immediately. Collins will retain his position with the Company as Chairman of the Board and will act an advisor to the Company’s management.
“As we worked together on Learning Tree’s Board over the past two years, I am impressed with Richard’s intelligence and his grasp of the Company’s business,” said Dr. Collins. “I am pleased that Richard will be leading and inspiring the Company as Learning Tree continues to enhance its training services to IT professionals worldwide.”
Richard Spires’s biography is as follows:
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Richard A. Spires served as the CEO of Resilient Network Systems during 2014 and 2015, a San Francisco-based software firm that provides the Trust Network platform to bring trust to the cloud and the Internet of Things. |
Spires was appointed and served as the U.S. Department of Homeland Security’s (DHS) Chief Information Officer (CIO) from 2009 till 2013. Spires also served as the Vice-Chairman of the Federal Government CIO Council and the Co-Chairman of the Committee for National Security Systems (CNSS), the committee that sets standards for the U.S. Government’s classified systems. |
Spires held a number of positions at the Internal Revenue Service (IRS) from 2004 through 2008. He served as the Deputy Commissioner for Operations Support, having overall responsibility for the key support and administrative functions for the IRS. Spires served as the IRS’ CIO, with overall strategic and operational responsibility for a $2 billion budget and a 7,000-person organization. He led the IRS’s Business Systems Modernization program for two and half years, one of the largest and most complex information technology modernization efforts ever undertaken.
From 2000 through 2003, Spires served as President, Chief Operating Officer, and Director of Mantas, Inc., a software company that provides business intelligence solutions to the financial services industry. Prior to Mantas, he spent more than 16 years serving in a number of technical and managerial positions at SRA International.
Spires received a B.S. in Electrical Engineering and a B.A. in Mathematical Sciences from the University of Cincinnati. He also holds a M.S. in Electrical Engineering from the George Washington University. Spires has won a number of awards for his leadership in IT, to include the 2012 Fed 100 Government Executive Eagle Award, TechAmerica’s 2012 Government Executive of the Year, Government Computer News 2011 Civilian Government Executive of the Year and was named a Distinguished Alumnus of the University of Cincinnati’s College of Engineering in 2006.
About Learning Tree International
Established in 1974, Learning Tree International is a leading provider of IT training to business and government organizations worldwide. Over 2.4 million IT professionals have benefited from Learning Tree’s broad proprietary library of 400+ unique courses covering: web development, cyber security , project management, Agile and best practice adoption, operating systems, database administration and programming, networking, cloud computing, s oftware design and development, business intelligence, activity-based i ntelligence, leadership, managemen t and business skills, and more . Learning Tree’s live, intensive, hands-on, instructor-led courses are offered at Learning Tree Education Centers, on-site at client facilities, and live, online using AnyWare™ — Learning Tree’s superior, web-based attendance platform.
Additionally, Learning Tree provides a suite of workforce optimization services, which help business and government organizations to identify skill levels of their IT staff and new hires, determine skill gaps, and define learning paths to enhance the competencies and performance of their IT staff.
For more information about Learning Tree’s products and services, please call
1-888-THE-TREE (843-8733) or visit LearningTree.com
Connect with us on Facebook, LinkedIn, Twitter, Google+ or YouTube
Cautionary Statement Regarding Forward Looking Statements
The statements contained herein that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on Learning Tree . Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Learning Tree. There can be no assurance that future developments affecting Learning Tree will be the same as those anticipated. Learning Tree cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Investors should not put undue reliance on these forward-looking statements, since they are based on key assumptions about future risks and uncertainties. Some of these risks and uncertainties that could affect Learning Tree and its business include, but are not limited to the following: risks associated with the timely development, introduction, and customer acceptance of Learning Tree's courses; competition; international operations, including currency fluctuations; changing economic and market conditions; technology development and new technology introduction; efficient delivery and scheduling of Learning Tree's courses; intellectual property, including having to defend potential infringement claims; risks associated with cyber security; adverse weather conditions, strikes, acts of war or terrorism and other external events; and attracting and retaining qualified personnel. Learning Tree is not undertaking any obligation to update forward-looking statements contained herein to reflect future events, developments or changed circumstances.
In order to help the reader assess the factors and risks in Learning Tree's business that could cause actual results to differ materially from those expressed in the forward looking statements, Learning Tree discusses in its 2014 Annual Report on Form 10-K (“Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended April 3, 2015 and July 3, 2015 (“Form 10-Q’s”), those risks in Item 1A, “Risk Factors”. Please read the Form 10-K and the Form 10-Q’s, including the Risk Factors included therein, which are filed with the Securities and Exchange Commission (“SEC”) and available at the SEC's Internet site ( http://www.sec.gov ).
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