SEC Comment Letter for Stride, Inc. (LRN) (CIK 0001157408) (LRN) — Dec 21, 2010
Stride, Inc. (LRN) (CIK 0001157408)
Date: Dec. 21, 2010 · CIK: 0001157408 · Accession: 0000000000-10-076586
AI Filing Summary & Sentiment
File numbers found in text: 001-33883
Letter
December 21, 2010 Mr. Ronald J. Packard Chief Executive Officer K12 Inc. 2300 Corporate Park Drive Herndon, VA 20171 Re: K12 Inc. Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 13, 2010 File No. 001-33883 Dear Mr. Packard: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days and indicate that you will comply with our comments in future filings. Confirm in writing that you will do so and also explain to us how you intend to comply. If you do not believe our comments apply to your facts and circumstances or do not believe complia nce in future disclosure is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for the Year Ended June 30, 2010
Item 1A. Risk Factors, page 30
Opponents of virtual schools have sought to challenge…, page 30
1. To the extent your opponents, such as Teach ers’ unions, have succeeded in having states adopt restrictions on your business, these actions should be discussed. For example, we note that several of the states that you operate virtual schools in have caps on the number of enrollments at virtual schools. If these caps were the result of opposition to your business model, you should highlight.
Mr. Ronald J. Packard K12 Inc. December 21, 2010 Page 2 Item 5. Market for Registrant’s Common Equ ity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 47
2. Please revise to state the high and low sales prices for your common stock for each full quarterly period within the two most recent fiscal years. See Regulation S-K Item 201(a)(ii). Exhibits, page 119
3. To the extent that you continue to derive a material portion of your revenues from your contract with the Agora Cyber Charter Sc hool, please include th at contract as an exhibit. See Regulati on S-K Item 601(b)(10). Form 10-K/A for the Year Ended June 30, 2010
Item 11. Executive Compensation, page 10
Equity Awards, page 13
4. Make clear whether stock options awarded to each named executive officer are made pursuant to financial performance target ach ievement alone or some combination of financial performance target achievement a nd other subjective considerations. The introductory language to this section suggests that consider ations outside of financial performance are considered. However, th e only reason given for the option awards granted in fiscal 2010 is the achievement of fiscal 2009 performance targets.
5. Disclose the financial performance targets and any other targets used in determining option awards. We note that you did not disclose your fiscal year 2009 financial performance targets. In addition, disclo se performance targets pursuant to which equity awards vested during the fiscal year. You have not done so in the footnotes to your Outstanding Equity Awards at Fiscal year End for 2010 table. See Item 402(b)(2)(v) of Regulation S-K.
In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Mr. Ronald J. Packard K12 Inc. December 21, 2010 Page 3 • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Kenya Gumb s, Staff Accountant, at 202-551-3373 or Ivette Leon, Assistant Chief Accountant, at 202-551-3351 if you have ques tions regarding comments on the financial statements and related matters. Plea se contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel A s s i s t a n t D i r e c t o r CC: Howard D. Polsky, Esq. Via facsimile: (703) 483-7496
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December 21, 2010
Mr. Ronald J. Packard Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc.
Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 13, 2010 File No. 001-33883
Dear Mr. Packard:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days and indicate that you will
comply with our comments in future filings. Confirm in writing that you will do so and also
explain to us how you intend to comply. If you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for the Year Ended June 30, 2010
Item 1A. Risk Factors, page 30
Opponents of virtual schools have sought to challenge…, page 30
1. To the extent your opponents, such as Teach ers’ unions, have succeeded in having
states adopt restrictions on your business, these actions should be discussed. For
example, we note that several of the states that you operate virtual schools in have
caps on the number of enrollments at virtual schools. If these caps were the result of
opposition to your business model, you should highlight.
Mr. Ronald J. Packard
K12 Inc. December 21, 2010 Page 2 Item 5. Market for Registrant’s Common Equ ity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 47
2. Please revise to state the high and low sales prices for your common stock for each full quarterly period within the two most recent fiscal years. See Regulation S-K
Item 201(a)(ii).
Exhibits, page 119
3. To the extent that you continue to derive a material portion of your revenues from
your contract with the Agora Cyber Charter Sc hool, please include th at contract as an
exhibit. See Regulati on S-K Item 601(b)(10).
Form 10-K/A for the Year Ended June 30, 2010
Item 11. Executive Compensation, page 10
Equity Awards, page 13
4. Make clear whether stock options awarded to each named executive officer are made
pursuant to financial performance target ach ievement alone or some combination of
financial performance target achievement a nd other subjective considerations. The
introductory language to this section suggests that consider ations outside of financial
performance are considered. However, th e only reason given for the option awards
granted in fiscal 2010 is the achievement of fiscal 2009 performance targets.
5. Disclose the financial performance targets and any other targets used in determining
option awards. We note that you did not disclose your fiscal year 2009 financial
performance targets. In addition, disclo se performance targets pursuant to which
equity awards vested during the fiscal year. You have not done so in the footnotes to
your Outstanding Equity Awards at Fiscal year End for 2010 table. See Item
402(b)(2)(v) of Regulation S-K.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Mr. Ronald J. Packard
K12 Inc. December 21, 2010 Page 3
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
You may contact Kenya Gumb s, Staff Accountant, at 202-551-3373 or Ivette Leon,
Assistant Chief Accountant, at 202-551-3351 if you have ques tions regarding comments on
the financial statements and related matters. Plea se contact Jonathan Groff, Staff Attorney, at
202-551-3458 or me at 202-551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
Larry Spirgel
A s s i s t a n t D i r e c t o r CC: Howard D. Polsky, Esq.
Via facsimile: (703) 483-7496