EPAX (MM)

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UNITED STATES

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)

October 13, 2015

 

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AMBASSADORS GROUP, INC.

 

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157 S. Howard, Suite 601, Spokane WA  99201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(509) 568-7800

Not Applicable

(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 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 5.07

Submission of Matters to a Vote of Security Holders.

On October 13, 2015, Ambassadors Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at the Company’s offices, 157 S. Howard, Suite 601, Spokane, Washington 99201, in accordance with the Notice of Special Meeting of Stockholders sent on or about September 17, 2015 to all stockholders of record at the close of business on September 10, 2015. The final results of voting on each of the matters submitted to a vote of the stockholders at the Special Meeting are set forth below.

Matter 1: Approval of the Voluntary Dissolution and Liquidation of the Company Pursuant to a Plan of Dissolution and Liquidation:

At the Special Meeting, the stockholders approved the voluntary dissolution and liquidation of the Company pursuant to a Plan of Dissolution and Liquidation (the “Plan of Dissolution”).  Matter 1 received the following votes:

Matter 2: Approval to Grant Discretionary Authority to the Board of Directors to Adjourn the Special Meeting to Solicit Additional Proxies:

At the Special Meeting, the stockholders approved the proposal to grant discretionary authority to the Board of Directors to adjourn the Special Meeting, even if a quorum were present, to solicit additional proxies, if necessary or appropriate, in the event that there were insufficient votes to approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.  The Board of Directors determined not to exercise this authority and, as a result, there was no adjournment of the Special Meeting.  Matter 2 received the following votes:

Item 8.01.

Other Events.

In connection with the proposed dissolution of the Company, on October 13, 2015, the Company provided notice to NASDAQ of its intent to voluntarily delist its common stock from NASDAQ. The Company intends to file a Form 25 with the Securities and Exchange Commission on or about October 23, 2015 to commence the delisting process.

 

A copy of the press release issued by the Company on October 13, 2015 is filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 (d) Exhibits

 

Exhibit 99.1 – Press Release dated October 13, 2015.

 

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.

 

 

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EXHIBIT 99.1

Press Release

Ambassadors Group Announces Approval of Dissolution by Stockholders

SPOKANE, WA, October 13, 2015 – Ambassadors Group, Inc. (NASDAQ: EPAX) announced that at the company’s special meeting, held earlier today, its stockholders voted to approve the dissolution of the company.

The affirmative vote of the holders of a majority of the outstanding shares of the company’s common stock was required to approve the dissolution. Approximately 90% of the outstanding shares of the company’s common stock as of September 10, 2015, the record date for the special meeting, were voted to approve the dissolution of Ambassadors Group.

 

In connection with the proposed dissolution of the company, Ambassadors Group provided notice to NASDAQ of its intent to voluntarily delist its common stock from NASDAQ. The company intends to file a Form 25 with the Securities and Exchange Commission on or about October 23, 2015 to commence the delisting process.

 

Forward Looking Statements

 

This press release contains “forward-looking statements.” These statements are not historical facts but instead represent the company's belief or plans regarding future events, many of which, by their nature, are inherently uncertain and outside of the company's control. The company's forward-looking statements are subject to various risks and uncertainties, including the risks and other factors identified herein and in other public disclosures made by the company from time to time, including the company’s periodic and current reports and other filings made by the company with the Securities and Exchange Commission. As a result, the company's actual results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, without limitation: statements regarding the proposed delisting of the company's common stock and the dissolution and liquidation of the company, including the anticipated timing of filing of the Form 25. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from the company’s expectations of future results, performance or achievements expressed or implied by such forward-looking statements. Although the company believes that the expectations reflected in any forward-looking statements are reasonable, it cannot guarantee future events or results. Except as may be required under federal law, the company undertakes no obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur.

 

ABOUT AMBASSADORS GROUP, INC.

Ambassadors Group, Inc. (NASDAQ: EPAX), located in Spokane, Washington, was an education and student travel company.

 

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