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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2006
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SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-19860 13-3385513
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
557 BROADWAY, NEW YORK, 10012
NEW YORK (Zip Code)
(Address of Principal Executive Offices)
(212) 343-6100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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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(b) 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))
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Item 2.02 Results of Operations and Financial Condition
On July 26, 2006 Scholastic Corporation issued the press release attached hereto
as Exhibit 99.1 announcing a correction to its previously reported calculation
of earnings per share for fiscal 2006 and interim periods.
The information in this Current Report on Form 8-K, including Exhibits, is being
furnished to the Securities and Exchange Commission (the "SEC") and shall not be
deemed to be incorporated by reference into any of Scholastic's filings with the
SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed as part of this report:
Press release of Scholastic Corporation, dated July 26, 2006, is filed
as Exhibit 99.1.
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: July 27, 2006 SCHOLASTIC CORPORATION
(Registrant)
/s/ Mary A. Winston
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Name: Mary A. Winston
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Number Exhibit
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99.1 Press release of Scholastic Corporation, dated July 26, 2006
Exhibit 99.1
Scholastic Corrects Share Count, Resulting in Fiscal 2006 EPS
Reduction of $0.03;
No Change to Other Financial Results
NEW YORK--(BUSINESS WIRE)--July 26, 2006--Scholastic Corporation
(NASDAQ: SCHL) today announced that it has corrected its previously
reported calculation of earnings per share, resulting in a reduction
in EPS of three cents ($0.03) per share for the fiscal year ended May
31, 2006. These figures were revised based on corrected basic and
diluted share counts after the Company discovered a calculation error
in information provided to it by a third party administrator of its
employee stock plans. The Company's other financial results for fiscal
2006 and interim periods, including net income, were unaffected.
The corrected share counts and earnings per share for fiscal 2006
and interim periods, as compared to previously reported information,
are shown in the table below:
SCHOLASTIC CORPORATION
SHARE COUNT AND EARNINGS PER SHARE FOR FISCAL 2006 AND INTERIM
PERIODS
(UNAUDITED)
(Amounts in millions except per share data)
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THREE-MONTHS ENDED
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08/31/05 11/30/05 02/28/06 05/31/06
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Corrected Weighted average shares
outstanding:
Basic 41.0 41.6 41.8 41.9
Diluted 41.0 42.4 41.8 42.2
Corrected Earnings per share:
Basic ($0.52) $1.61 ($0.37) $0.92
Diluted ($0.52) $1.58 ($0.37) $0.91
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Previously reported Weighted
average shares outstanding:
Basic 41.0 41.3 41.8 41.8
Diluted 41.0 42.0 41.8 42.1
Previously reported Earnings per
share:
Basic ($0.52) $1.62 ($0.37) $0.92
Diluted ($0.52) $1.59 ($0.37) $0.91
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SIX- NINE- TWELVE-
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
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11/30/05 02/28/06 05/31/06
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Corrected Weighted average shares
outstanding:
Basic 41.3 41.4 41.6
Diluted 42.2 42.2 42.2
Corrected Earnings per share:
Basic $1.11 $0.73 $1.65
Diluted $1.08 $0.71 $1.63
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Previously reported Weighted
average shares outstanding:
Basic 40.8 40.8 40.8
Diluted 41.6 41.5 41.3
Previously reported Earnings per
share:
Basic $1.12 $0.74 $1.68
Diluted $1.10 $0.73 $1.66
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About Scholastic
Scholastic Corporation (NASDAQ: SCHL) is the world's largest
publisher and distributor of children's books and a leader in
educational technology. Scholastic creates quality educational and
entertaining materials and products for use in school and at home,
including children's books, magazines, technology-based products,
teacher materials, television programming, film, videos and toys. The
Company distributes its products and services through a variety of
channels, including proprietary school-based book clubs, school-based
book fairs, and school-based and direct-to-home continuity programs;
retail stores, schools, libraries and television networks; and the
Company's Internet site, scholastic.com.
CONTACT: Scholastic Corporation
Media:
Kyle Good, 212-343-4563
or
Investors:
Jeffrey Mathews, 212-343-6741