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): December 10, 2004
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SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-19860 13-3385513
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
557 BROADWAY, NEW YORK, 10012
NEW YORK (Zip Code)
(Address of Principal Executive Offices)
(212) 343-6100
(Registrant's telephone number, including area code)
(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(b) 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))
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFITS
PLANS.
On December 10, 2004, Scholastic Corporation ("Scholastic") sent a notice to its
executive officers and directors informing them that a blackout period with
respect to the Scholastic Corporation 401(k) Savings and Retirement Plan (the
"401(k) Plan") will begin at 3:00 p.m. Eastern time on December 28, 2004 and end
during the week of January 9, 2005. A copy of the notice, which includes the
information specified in Rule 104(b) of Regulation BTR, is attached as Exhibit
99.1 hereto and is incorporated herein by reference. The blackout period is
being implemented in connection with the change of the recordkeeper and
administrator of the 401(k) Plan.
Security holders or other interested persons may obtain information about the
actual beginning and ending dates of the 401(k) Plan blackout period, without
charge, by contacting Teresa Connelly, Assistant Secretary, in writing at
Scholastic Corporation, 557 Broadway, New York, New York 10012, either during
the blackout period or for a period of two years after the ending date of the
blackout period.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) NOT APPLICABLE
(b) NOT APPLICABLE
(c) THE FOLLOWING EXHIBIT IS FILED AS PART OF THIS REPORT:
Notice pursuant to Regulation BTR, dated December 10, 2004, is filed as
Exhibit 99.1.
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: December 10, 2004 SCHOLASTIC CORPORATION
(Registrant)
By: /s/Mary A. Winston
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Name: Mary A. Winston
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
NUMBER EXHIBIT
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99.1 Notice pursuant to Regulation BTR, dated December 10, 2004.