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
November 3, 2009
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(Date of earliest event reported)
American Public Education, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-33810 01-0724376
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
111 W. Congress Street
Charles Town, West Virginia 25414 304-724-3700
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(Address of principal (Zip Code) (Registrant's telephone number
executive offices) including area code)
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 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Mark Leuba, Senior Vice President, Information Technology of American
Public University System, Inc. (the "University"), a wholly-owned subsidiary of
American Public Education, Inc. (the "Company"), ceased to serve as an executive
officer of the Company in connection with the execution of the Separation
Agreement and General Release described below and resigned his position
effective December 4, 2009.
(e) On November 3, 2009, the University and Mark Leuba executed a Separation
Agreement and General Release in connection with Mr. Leuba's expected departure
from the University. The Separation Agreement provides, among other things,
that Mr. Leuba would resign from his position on or before December 4, 2009,
will be entitled to receive executive placement services for three months, will
be reimbursed for COBRA expenses through May 31, 2010 and would execute a
Consulting Agreement for which he will receive a $100,000 retainer. The
Separation Agreement and General Release also contains a general release by Mr.
Leuba in favor of the University. The Consulting Agreement provides that in
consideration of the retainer, Mr. Leuba will provide technology consulting
services to the Company through May 31, 2010. As an independent consultant to
the Company, Mr. Leuba will continue to vest in equity awards previously granted
to him during the term he serves as a consultant.
The foregoing descriptions of the Separation Agreement and General Release and
the Consulting Agreement are qualified in their entirety by reference to the
actual agreements, copies of which are attached to this current report as
Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Separation Agreement and General Release between American
Public University System, Inc. and Mark Leuba.
Exhibit 10.2 Consulting Agreement between American Public Education, Inc.
and Mark Leuba.
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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.
American Public Education, Inc.
Date: December 28, 2009 By: /s/ Harry T. Wilkins
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Harry T. Wilkins, Executive Vice
President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 10.1 Separation Agreement and General Release between American
Public University System, Inc. and Mark Leuba.
Exhibit 10.2 Consulting Agreement between American Public Education, Inc.
and Mark Leuba.