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): December 10, 2004
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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 (I.R.S. Employer
of Incorporation) File 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))
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFITS
PLANS.
On December 10, 2004, Scholastic Corporation ("Scholastic") sent a notice to its
executive officers and directors informing them that a blackout period with
respect to the Scholastic Corporation 401(k) Savings and Retirement Plan (the
"401(k) Plan") will begin at 3:00 p.m. Eastern time on December 28, 2004 and end
during the week of January 9, 2005. A copy of the notice, which includes the
information specified in Rule 104(b) of Regulation BTR, is attached as Exhibit
99.1 hereto and is incorporated herein by reference. The blackout period is
being implemented in connection with the change of the recordkeeper and
administrator of the 401(k) Plan.
Security holders or other interested persons may obtain information about the
actual beginning and ending dates of the 401(k) Plan blackout period, without
charge, by contacting Teresa Connelly, Assistant Secretary, in writing at
Scholastic Corporation, 557 Broadway, New York, New York 10012, either during
the blackout period or for a period of two years after the ending date of the
blackout period.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) NOT APPLICABLE
(b) NOT APPLICABLE
(c) THE FOLLOWING EXHIBIT IS FILED AS PART OF THIS REPORT:
Notice pursuant to Regulation BTR, dated December 10, 2004, 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: December 10, 2004 SCHOLASTIC CORPORATION
(Registrant)
By: /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 Notice pursuant to Regulation BTR, dated December 10, 2004.
Exhibit 99.1
To: Directors and Executive Officers
From: Charles B. Deull
Re: Special Trading Restrictions related to the Scholastic Corporation 401(k)
Savings and Retirement Plan Blackout Period
Date: December 10, 2004
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This notice is to inform you about certain special trading
restrictions applicable to you as directors and executive officers of Scholastic
Corporation during the "Blackout Period" that will be in effect as a result of
the transition of the recordkeeping and administrative services for the
Scholastic Corporation 401(K) Savings and Retirement Plan from Putnam to
Fidelity. During this period, which begins at 3:00 p.m., New York time, on
December 28, 2004 and is expected to be completed during the week of January 9,
2005, participants in the 401(K) Plan will be unable to direct or diversify
investments in their individual Plan accounts, change elections regarding future
contributions, obtain a loan from the Plan or obtain any distribution or
withdrawal from the Plan (the "401(K) Blackout Period").
Under SEC Regulation BTR, during the 401(K) Blackout Period,
Scholastic's directors and executive officers are prohibited from directly or
indirectly purchasing, selling, or otherwise acquiring or transferring ANY
shares of Scholastic Common stock or other equity or derivative securities of
Scholastic, including the exercise (cashless or otherwise) of options to acquire
Scholastic stock (the "Special Trading Restrictions"). IT IS IMPORTANT TO NOTE
THAT THE SPECIAL TRADING RESTRICTIONS BAR DIRECTORS AND EXECUTIVE OFFICERS FROM
ENGAGING IN THESE ACTIVITIES BOTH WITHIN AND OUTSIDE THE 401(K) PLAN.
Although the Special Trading Restrictions are subject to certain
exceptions, given the complexity of these rules and the short time period
involved you should avoid any change in your beneficial ownership of Scholastic
stock during the 401(K) Blackout Period. THEREFORE, AS A RESULT OF THE SPECIAL
TRADING RESTRICTIONS, YOU MAY NOT ENGAGE IN ANY TRANSACTIONS INVOLVING
SCHOLASTIC STOCK OR EXERCISE ANY OPTION TO BUY SCHOLASTIC STOCK DURING THE
401(k) BLACKOUT PERIOD WITHOUT PRIOR APPROVAL.
It is also important to note that these Special Trading
Restrictions will be in place during what would normally be an open window
period, which begins on Monday, December 20 (the third day after the release of
our second quarter earnings, which will occur after the market closes on
Wednesday, December 15). Therefore, as a result of the Special Trading
Restrictions, our normal open window period will be curtailed for directors and
executive officers and will only be open (1) from Monday, December 20 through
3:00 p.m. on Tuesday, December 28 (the beginning of the 401(K) Blackout Period)
and (2) from the date that the 401(K) Blackout Period ends, which is expected to
be during the week beginning January 9, until the close of the market on January
19.
We will notify you when the 401(K) Blackout Period ends, or if it
is extended past the week of January 9, 2005. In the meantime, if you have any
questions concerning this notice, or the status of the 401(K) Blackout Period or
the transactions prohibited by the Special Trading Restrictions, please contact
me, Paul Marcotrigiano or Teresa Connelly at 212-343-6968.