REVU / Princeton Review Inc - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No.

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No.

Other Events - FORM 8-K

Form 8-K 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): May 11, 2012 THE PRINCETON REVIEW, INC. (Exact name of registrant as specified in its charter) Delaware 000-32469 22-3727603 (State or other jurisdiction of incorporation) (C

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No.

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No.

- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-3

Post Effective Amendment No.1 to Form S-3 As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No. 333-162114 Registration Statement No. 333-116821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-162114 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STAT

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No. 333-172878 Registration Statement No. 333-165487 Registration Statement No. 333-158299 Registration Statement No. 333-149940 Registration Statement No. 333-145537 Registration Statement No. 333-104136 Registration Statement No. 333-63638 UNITED STATES SECURITIES

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-3

Post-Effective Amendment No.1 to Form S-3 As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No. 333-162114 Registration Statement No. 333-116821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-162114 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STAT

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-32469 The Princeton Review, Inc. (Exact name of registrant as s

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No.

- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

S-8 POS 1 d350640ds8pos.htm POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 As filed with the Securities and Exchange Commission on May 11, 2012 Registration Statement No. 333-172878 Registration Statement No. 333-165487 Registration Statement No. 333-158299 Registration Statement No. 333-149940 Registration Statement No. 333-145537 Registration Statement No. 333-104136 Registration Statement No. 333-63

The Princeton Review, Inc. List of Subsidiaries Name Jurisdiction Princeton Review Operations, L.L Delaware The Princeton Review Canada Inc Ontario (Canada) The Princeton Review of Orange County, LLC Delaware Penn Foster Education Group, Inc Delaware

Subsidiaries of the registrant Exhibit 21.1 The Princeton Review, Inc. List of Subsidiaries Name Jurisdiction Princeton Review Operations, L.L Delaware The Princeton Review Canada Inc Ontario (Canada) The Princeton Review of Orange County, LLC Delaware Penn Foster Education Group, Inc Delaware Penn Foster, Inc Pennsylvania ICS Holdings Ltd Quebec (Canada) ICS Canada Operations Ltd Quebec (Canada)

FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.51 Execution Copy FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party hereto (the “Purchasers”). RECIT

FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT

Exhibit 10.53 Execution Copy FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of December 21, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party heret

ASSET PURCHASE AGREEMENT by and among HIGHER EDUCATION PARTNERS LLC THE PRINCETON REVIEW, INC. Dated as of April 25, 2011 ASSET PURCHASE AGREEMENT

Exhibit 10.42 FINAL Confidential ASSET PURCHASE AGREEMENT by and among HIGHER EDUCATION PARTNERS LLC and THE PRINCETON REVIEW, INC. Dated as of April 25, 2011 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of April 25, 2011, by and among Higher Education Partners LLC, a Delaware limited liability company (“Buyer”), and The Princeton Review, Inc., a Delaware corporati

AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes)

EX-10.50 6 d269580dex1050.htm AMENDED AND RESTATED SUBORDINATION AGREEMENT (SENIOR SUBORDINATED NOTES) Exhibit 10.50 Execution Version AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes) THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of November 9, 2011,

EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement Exhibit 10.57 EXECUTION DRAFT EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1st day of January, 2012 (the “Effective Date”), by and between The Princeton Review, Inc. (with its successors and assigns, the “Company”), a Delaware corporation, and Joseph Gagnon (the “Executive”). WHEREAS, the Company desires t

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.54 Execution Counterpart THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of December 23, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PG”; and together with TPR, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors party heret

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Letter Agreement Exhibit 10.48 September 27, 2011 Frank F. Britt 195 Webster Woods North Andover, MA 01845 Dear Frank, The Princeton Review, Inc. (“Princeton Review”) is pleased to confirm its offer to employ you as the interim President of Penn Foster, Inc. (“Penn Foster”), a wholly-owned subsidiary of Princeton Review, subject to the terms and conditions of this Offer Letter (“Offer Letter”). In

AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes)

Exhibit 10.55 AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes) This AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of December 23, 20011 (“Amendment No. 1”), is entered into among THE PRINCETON REVIEW, INC., a Delaware corporation (“Borrower”), TEST SERVICES, INC., a Colorado corporation (“Test Services”), PRINCETON REVIEW OPERA

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.56 EXECUTION DRAFT EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1st day of January, 2012 (the “Effective Date”), by and between The Princeton Review, Inc. (with its successors and assigns, the “Company”), a Delaware corporation, and Frank F. Britt (the “Executive”). WHEREAS, the Company desires to retain the services and empl

January 19, 2012

Letter Agreement Exhibit 10.58 January 19, 2012 Mr. H. Scott Kirkpatrick, Jr. 13 Donizetti Street Wellesley, MA 02482 Re: Good Reason Process Extension Dear Scott: As you are aware, on March 10, 2011, you and The Princeton Review, Inc. (the “Company”) entered into a letter agreement (the “March 10 Letter Agreement”) to extend the period for a “Good Reason” termination, as the term “Good Reason” is

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

Exhibit 10.45 SETTLEMENT AND MUTUAL RELEASE AGREEMENT THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and among THE NATIONAL LABOR COLLEGE, a Delaware not-for-profit corporation (“NLC”), NLC-TPR SERVICES, LLC, a Delaware limited liability company (“Services LLC”), THE PRINCETON REVIEW, INC., a Delaware corporation (“TPR”), and PENN FOSTER,

Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT

Fourth Amendment to Senior Subordinated Note Purchase Agreement Exhibit 10.52 Execution Copy FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issu

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.49 EXECUTION VERSION SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PG”; and together with TPR, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto,

- NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

The Princeton Review Announces Sale of Its Test Preparation Business to Charlesbank Capital Partners Affiliate Company to Focus Exclusively on Penn Foster Brand

Press Release Exhibit 99.1 The Princeton Review Announces Sale of Its Test Preparation Business to Charlesbank Capital Partners Affiliate Company to Focus Exclusively on Penn Foster Brand Framingham, Mass – March 27, 2012 – The Princeton Review, Inc. (Nasdaq: REVU), a leading provider of test preparation, educational support services and online career education services, announced today that it ha

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): March 23, 2012 THE PRINCETON REVIEW, INC. (Exact name of registrant as specified in its charter) Delaware 000-32469 22-3727603 (State or other jurisdiction of incorporation)

ASSET PURCHASE AGREEMENT by and among TPR EDUCATION, LLC THE PRINCETON REVIEW, INC. THE PRINCETON REVIEW CANADA INC. PRINCETON REVIEW OPERATIONS, L.L.C. Dated as of March 26, 2012 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1 Definitions 1 ARTI

Asset Purchase Agreement Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT by and among TPR EDUCATION, LLC THE PRINCETON REVIEW, INC. THE PRINCETON REVIEW CANADA INC. AND PRINCETON REVIEW OPERATIONS, L.L.C. Dated as of March 26, 2012 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1 Definitions 1 ARTICLE II. PURCHASE AND SALE 9 2.1 Purchase and Sale of Purchased Assets. 9 2.2 Excluded Assets.

March 25, 2012

Transaction Bonus Agreement Exhibit 10.1 111 Speen Street, Suite 550, Framingham, MA 01701 March 25, 2012 H. Scott Kirkpatrick, Jr. 13 Donizetti Street Wellesley, MA 02482 Re: Transaction Bonus Agreement Dear Scott: As you know, The Princeton Review, Inc. (the “Company”) is presently considering a strategic transaction concerning the sale of the Company’s Test Preparation Services Division (the “D

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): March 6, 2012 THE PRINCETON REVIEW, INC. (Exact name of registrant as specified in its charter) Delaware 000-32469 22-3727603 (State or other jurisdiction of incorporation) (

March 7, 2012

Exhibit 10.1 March 7, 2012 Mr. John M. Connolly c/o Bain Capital Ventures John Hancock Tower 200 Clarendon Street Boston, MA 02116 Dear John, Reference is hereby made to the Offer Letter dated March 8, 2011, as amended (“Offer Letter”), between you and The Princeton Review, Inc. (the “Company”). The purpose of this letter (the “Amendment”) is to amend the Offer Letter to extend its term. Unless ot

REVU / Princeton Review Inc / Bain Capital Venture Fund 2007, L.P. - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Princeton Review, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 742352107 (CUSIP Number) December 31, 2

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Response Letter January 10, 2012 Ms. Cecelia D. Blye, Chief Office of Global Security Risk United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: The Princeton Review, Inc. Form 10-K for the fiscal year ended December 31, 2010 Filed March 15, 2011 - File No. 0-32469 Dear Ms. Blye: I write on behalf of The Princeton Review, Inc. (the “Company”) to respond t