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

 

Date of report (Date of earliest event reported):

November 3, 2011

 

Rosetta Stone Inc.

(Exact name of registrant as specified in its charter)

 

 

1919 North Lynn St., 7th Fl., Arlington, Virginia 22209

(Address of principal executive offices, including zip code)

 

800-788-0822

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 3, 2011, Rosetta Stone Inc. (the “Company”) announced its financial results for the fiscal third quarter ended September 30, 2011.  A copy of the press release is furnished as Exhibit 99.1 to this report.  In addition, a copy of the supplemental slides which will be discussed during the company’s earnings call at 4:30 p.m. Eastern Time on Thursday, November 3, 2011 is attached to this report as Exhibit 99.2 and incorporated herein by reference.  A copy of the Supplemental Financial Data Sheet dated November 3, 2011 is attached to this report as Exhibit 99.3 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01.  Regulation FD Disclosure.

 

See “Item 2.02 Results of Operations and Financial Condition” above.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)		Exhibits.
99.1		Press Release dated November 3, 2011.
99.2		Presentation slides from the Rosetta Stone Inc. webcast of its fiscal third quarter ended September 30, 2011 earnings call held on November 3, 2011, furnished herewith.
99.3		Supplemental Financial Data Sheet dated November 3, 2011, furnished herewith.

 

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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.

 

 

Date:  November 3, 2011
	By:	/s/ Michael C. Wu
	Name:	Michael C. Wu
	Title:	General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit  No.		Description
99.1		Press Release dated November 3, 2011.
99.2		Presentation slides from the Rosetta Stone Inc. webcast of its fiscal third quarter ended September 30, 2011 earnings call held on November 3, 2011, furnished herewith.
99.3		Supplemental Financial Data Sheet, dated November 3, 2011, furnished herewith.

 

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