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):

February 21, 2014

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 21, 2014, Rosetta Stone Inc. (the “Company”) announced that Phillip A. Clough and John T. Coleman are resigning as directors of the Company effective May 19, 2014.  Mr. Clough is a managing director at ABS Capital Partners, which completed the liquidation of its investment in the Company in December, 2013.  Mr. Coleman is resigning to focus on his roles as Chairman of the Property Registration Authority in Ireland and as a board member at Nortek Inc.  Upon their resignations, the Board of Directors will consist of six directors.  The Company may add one or more new directors as business needs and opportunities arise.

 

Item 9.01.       Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description of Exhibit
99.1		Press Release, dated February 21, 2014.

 

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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:  February 24, 2014
	By:	/s/ Bruce C. Ghrist
		Name:   Bruce C. Ghrist
		Title:     Acting General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
99.1		Press Release dated February 21, 2014.

 

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