SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 30, 2003
WHITMAN EDUCATION GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Florida 1-13722
--------------------------------- ----------------------
(State or other jurisdiction (Commission File Number)
of incorporation or organization)
4400 Biscayne Boulevard, Miami, Florida 33137
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
22-2246554
----------
(IRS Employer Identification No.)
(305) 575-6510
-------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure (information furnished in this Item 9 is
furnished under Item 12).
In accordance with Securities and Exchange Commission Release No. 34-47583,
the following information, which is intended to be furnished under "Item 12.
Results of Operations and Financial Condition," is instead being furnished under
"Item 9. Regulation FD Disclosure." The information in this report (including
Exhibits 99.1 and 99.2) is being furnished pursuant to Item 12 and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act.
On May 30, 2003, Whitman Education Group, Inc. ("Whitman") issued a press
release announcing its financial results for the fiscal year ended March 31,
2003. The press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. The press release references diluted net income per share
excluding merger related expenses, a non-GAAP financial measure (as defined
under the SEC's Regulation G). Whitman's management believes that the
presentation of that non-GAAP financial measure is useful for investors as it
assists them in understanding how Whitman's business performed without the
effect of the expenses associated with a significant, one-time corporate
transaction and provides them insight into trends affecting Whitman's business.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHITMAN EDUCATION GROUP, INC.
/s/ Fernando L. Fernandez
---------------------------
Fernando L. Fernandez
Vice President of Finance,
Chief Financial Officer,
Treasurer and Secretary
Date: May 29, 2003
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release dated May 30 2003