Form 8-K
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): August 17, 2010
Grand Canyon Education,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware |
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001-34211 |
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20-3356009 |
(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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3300 W. Camelback
Road
Phoenix, Arizona
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85017 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (602) 639-7500
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(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:
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))
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Item 7.01. Regulation FD Disclosure.
On
August 18, 2010, Grand Canyon Education, Inc. issued a press release announcing the
filing of a court order approving the settlement of the False Claims Act qui tam case, United
States of America ex rel. Ronald D. Irwin v. Significant Education, Inc.. A copy of the press
release is furnished as Exhibit 99.1 to this Form 8-K.
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities
under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
As described in Item 7.01 of this Current Report on Form 8-K, the following Exhibit is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
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99.1 |
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Grand Canyon Education, Inc. press release, dated August 18, 2010. |
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: August 18, 2010
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GRAND CANYON EDUCATION, INC.
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By: |
/s/ Daniel E. Bachus
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Daniel E. Bachus |
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Chief Financial Officer
(Principal Financial and Principal Accounting Officer) |
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Exhibit 99.1
Exhibit 99.1
GRAND CANYON EDUCATION, INC.
ANNOUNCES COURT APPROVAL OF SETTLEMENT OF FALSE CLAIMS ACT CASE
Phoenix, AZ, August 18, 2010 Grand Canyon Education, Inc. (NASDAQ: LOPE) announced today that,
following the close of the markets on Tuesday, August 17, 2010, the United States District Court
for the District of Arizona filed an order approving a settlement agreement between the Company and
the plaintiff (relator) in the False Claims Act case, United States of America ex rel. Ronald D.
Irwin v. Significant Education, Inc. Under the terms of the agreement, the Company will pay an
aggregate settlement amount of $5.2 million to the United States and the relator and, in return,
the Company will receive a release from all future False Claims Act claims (i.e. qui tam actions)
and, as and to the extent described below, from all future US Department of Education (DOE)
administrative actions, in each case with respect to all incentive compensation-related conduct
which is of the same subject matter as the conduct at issue in the Irwin case (the covered
conduct) for the period from January 1, 2001 through April 28, 2010 (the execution date of the
settlement agreement). Subject to the Companys payment of the settlement amount, this matter,
which was originally filed in 2007 and unsealed in 2008, is now resolved.
The Courts order and the resulting settlement agreement bring to an end a dispute that has been
ongoing since before our initial public offering and allows the Company to avoid the cost and
distraction of a potentially protracted trial, said Brian E. Mueller, Chief Executive Officer of
Grand Canyon Education. We are pleased that this matter is now concluded and that we can continue
to focus on our business, including our efforts to ensure the highest levels of compliance in
regard to evaluating and improving student academic progress, implementing financial aid,
controlling student costs, and reducing student debt levels, as well as building the academic brand
of the University.
As previously disclosed, following a hearing on June 10, 2010, the Court had approved certain terms
of the settlement agreement, including the amount and timing of the settlement payment and the
Companys release from future False Claims Act claims with respect to the covered conduct through
the date of the settlement agreement, but had asked for further briefing and a final hearing on
August 13, 2010 on the issue of whether the Court had jurisdiction to approve the settlement
agreement, over the United States objections, if it included (i) within the scope of the release
provision, a release, given by the relator acting on behalf of the DOE to the fullest extent
permitted by law, from future DOE administrative actions with respect to the covered conduct, and
(ii) a provision confirming that the Company had fully complied with a DOE Office of Inspector
General subpoena issued in support of a DOE investigation of the covered conduct. In its August
17, 2010 order, the Court approved the inclusion of the administrative release provision in the
settlement agreement, but stated that it lacked a basis for making a finding regarding the
Companys compliance with the OIG subpoena. As a result, the settlement agreement provides a
release to the Company, given by the relator acting on behalf of the DOE to the fullest extent
permitted by law, from future DOE administrative actions with respect to the covered conduct for
the period from January 1, 2001 to April 28, 2010, although the DOE does retain the power it
currently possesses to initiate other administrative actions against the Company.
About Grand Canyon Education, Inc.
Grand Canyon Education, Inc. is a regionally accredited provider of online postsecondary education
services focused on offering graduate and undergraduate degree programs in its core disciplines of
education, business, and healthcare. In addition to its online programs, it offers programs at its
traditional campus in Phoenix, Arizona and onsite at the facilities of employers. Approximately
36,300 students were enrolled as of June 30, 2010. For more information about Grand Canyon
Education, Inc., please visit http://www.gcu.edu.
Forward Looking Statement
Statements in this press release that are not statement of historical fact are forward-looking
statements, and are subject to the Safe Harbor provisions created by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based on current information
and expectations and involve a number of risks and uncertainties. Actual results may differ
materially from those projected in such statements due to various factors. For a discussion of the
various factors that may cause actual results to differ materially from those projected, please
refer to the risk factors and other disclosures contained in Grand Canyon Educations previously filed
Forms 10-K, Forms 10-Q and other filings with the Securities and Exchange Commission.