Corporate Executive Board Company 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 2011
(Exact name of registrant as specified in its charter)
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (571) 303-3000
(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):
Item 8.01 Other Events.
On December 30, 2011, The Corporate Executive Board Company (the Company) and Toolbox.com, LLC (Toolbox), a wholly-owned subsidiary the Company, completed the sale of substantially all of the assets of Toolbox to Ziff Davis, Inc. pursuant to the terms of an Asset Purchase Agreement dated December 23, 2011. In connection with the transaction, the Company expects to record a loss on disposal of approximately $3 million in the fourth quarter of 2011. The Company expects to account for Toolbox as a discontinued operation in its financial statements. The Company also expects to exclude the impact of Toolbox from its Non-GAAP financial measures.
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions and other matters, business trends and other information that is not historical, including statements regarding estimates of our future financial results. When used in this press release, words such as estimates, expects, anticipates, projects, plans, intends, believes, forecasts and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, estimates of our future financial results, are based upon our expectations at the time we make them and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that managements expectations, beliefs and estimates will result or be achieved. The Companys actual results may differ from our expectations, beliefs and estimates. We are under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
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.