SEC Company Response from Stride, Inc. (LRN) (CIK 0001157408) (LRN) — Jul 3, 2013
Stride, Inc. (LRN) (CIK 0001157408)
Date: July 3, 2013 · CIK: 0001157408 · Accession: 0001104659-13-053231
AI Filing Summary & Sentiment
File numbers found in text: 001-33882
Referenced dates: February 21, 2013
Letter
VIA EDGAR AND HAND DELIVERY Division of Corporation Finance Securities and Exchange Commission Form 10-K for the Year Ended June 30, 2012 Filed September 12, 2012 Response dated March 20, 2013 File No. 001-33882
Dear Mr. Spirgel:
On behalf of our client, K12 Inc. (“K12” or the “Company”), this letter sets forth a further response to Comment No. 8 included in the letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated February 21, 2013, to the Company with regard to the Company’s definitive Annual Report on Form 10-K for the fiscal year ended June 30, 2012. The Comment is set forth below in bold, followed by the Company’s further response. In connection with the Company’s response to the Comment the Company acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”);
· Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and
· the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.
Comment Definitive Proxy Statement Incorporated by Reference into Part III of Form 10-K Grants of Plan-Based Awards During Fiscal Year 2012, page 40
1. We have considered your further response to comment 8 from our letter dated February 21, 2013. Please explain the basis for your view that there is no FASB ASC Topic 718 grant date until the Compensation Committee determines the shares earned after the fiscal year in which the performance parameters run. In your explanation clearly describe the features of the award on which you have based your determination. If your determination to delay the accounting “grant date” is based solely on the existence of a negative discretion feature in the award, explain why Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations does not apply. Please refer to Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
Response
The Company acknowledges the telephonic discussions held on April 3, 2013, June 13, 2013 and June 24, 2013 with the Staff to review the issues raised by this comment and the related prior comment referenced therein and the Company’s prior responses in its letters of March 20, 2013 and May 24, 2013. The Company confirms that in future filings, it will report the stock awards granted to Mr. Packard as a result of attaining performance goals in the Company’s fiscal years 2011, 2012 and 2013 in the manner described in Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations.
Specifically, in the Company’s next annual proxy statement (following the completion of its fiscal year ended June 30, 2013): (i) the restricted shares granted to Mr. Packard in August 2011 will be reported as fiscal year 2011 compensation; (ii) the restricted shares granted to Mr. Packard in August 2012 will be reported as fiscal year 2012 compensation; and (iii) the restricted shares expected to be granted to Mr. Packard in August 2013 will be reported as fiscal year 2013 compensation, in each case in the stock awards column of the summary compensation table, based on the probable outcome in accordance with Instruction 3 to Item 402(c)(2)(v) of Regulation S-K. In addition, the award pursuant to which restricted shares would be granted to Mr. Packard in August 2013 will be reflected in the grants of plan based awards table as an Equity Incentive Plan award for fiscal year 2013 with a target and maximum award amount of $1,250,000. The restricted shares granted to Mr. Packard in August 2012 will not be reflected in the grants of plan based awards table for fiscal year 2013.
If you have any questions or comments with regard to this response or other matters, please contact me at (202) 637-2275.
Very truly yours,
William P. O’Neill
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CORRESP 1 filename1.htm William P. O’Neill 555 Eleventh Street, N.W., Suite 1000 (202) 637-2275 Washington, D.C. 20004-1304 william.o’neill@lw.com Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Boston New York Brussels Orange County Chicago Paris Doha Riyadh July 3, 2013 Dubai Rome Frankfurt San Diego VIA EDGAR AND HAND DELIVERY Hamburg San Francisco Hong Kong Shanghai Larry Spirgel Houston Silicon Valley Assistant Director London Singapore Division of Corporation Finance Los Angeles Tokyo Securities and Exchange Commission Madrid Washington, D.C. 100 F Street, N. E. Milan Washington, D.C. 20549 Re: K12 Inc. Form 10-K for the Year Ended June 30, 2012 Filed September 12, 2012 Response dated March 20, 2013 File No. 001-33882 Dear Mr. Spirgel: On behalf of our client, K12 Inc. (“K12” or the “Company”), this letter sets forth a further response to Comment No. 8 included in the letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), dated February 21, 2013, to the Company with regard to the Company’s definitive Annual Report on Form 10-K for the fiscal year ended June 30, 2012. The Comment is set forth below in bold, followed by the Company’s further response. In connection with the Company’s response to the Comment the Company acknowledges that: · the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (the “Commission”); · Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and · the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States. Comment Definitive Proxy Statement Incorporated by Reference into Part III of Form 10-K Grants of Plan-Based Awards During Fiscal Year 2012, page 40 1. We have considered your further response to comment 8 from our letter dated February 21, 2013. Please explain the basis for your view that there is no FASB ASC Topic 718 grant date until the Compensation Committee determines the shares earned after the fiscal year in which the performance parameters run. In your explanation clearly describe the features of the award on which you have based your determination. If your determination to delay the accounting “grant date” is based solely on the existence of a negative discretion feature in the award, explain why Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations does not apply. Please refer to Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm. Response The Company acknowledges the telephonic discussions held on April 3, 2013, June 13, 2013 and June 24, 2013 with the Staff to review the issues raised by this comment and the related prior comment referenced therein and the Company’s prior responses in its letters of March 20, 2013 and May 24, 2013. The Company confirms that in future filings, it will report the stock awards granted to Mr. Packard as a result of attaining performance goals in the Company’s fiscal years 2011, 2012 and 2013 in the manner described in Question 119.24 of Regulation S-K Compliance and Disclosure Interpretations. Specifically, in the Company’s next annual proxy statement (following the completion of its fiscal year ended June 30, 2013): (i) the restricted shares granted to Mr. Packard in August 2011 will be reported as fiscal year 2011 compensation; (ii) the restricted shares granted to Mr. Packard in August 2012 will be reported as fiscal year 2012 compensation; and (iii) the restricted shares expected to be granted to Mr. Packard in August 2013 will be reported as fiscal year 2013 compensation, in each case in the stock awards column of the summary compensation table, based on the probable outcome in accordance with Instruction 3 to Item 402(c)(2)(v) of Regulation S-K. In addition, the award pursuant to which restricted shares would be granted to Mr. Packard in August 2013 will be reflected in the grants of plan based awards table as an Equity Incentive Plan award for fiscal year 2013 with a target and maximum award amount of $1,250,000. The restricted shares granted to Mr. Packard in August 2012 will not be reflected in the grants of plan based awards table for fiscal year 2013. 2 If you have any questions or comments with regard to this response or other matters, please contact me at (202) 637-2275. Very truly yours, William P. O’Neill of LATHAM & WATKINS LLP cc: Kathleen Krebs, SEC Special Counsel Ajay Koduri, SEC Staff Attorney Howard D. Polsky, K12 General Counsel and Secretary Adam Kestenbaum, Latham & Watkins LLP 3