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1.51 MB
Extraction Summary
1
People
5
Organizations
0
Locations
2
Events
3
Relationships
2
Quotes
Document Information
Type:
Legal document / corporate structure summary
File Size:
1.51 MB
Summary
This document page outlines the corporate structure and Stockholders Agreement of Knowledge Schools, Inc. (KSI) and its subsidiary KLC. It details an agreement made on May 9, 2003, defining rights such as first refusal, tag-along, and drag-along provisions for the parent company (Knowledge Universe Learning Corp.) and minority stockholders. It also notes the liquidation of the parent company on October 27, 2004, resulting in shares being distributed to KUE Inc.
People (1)
| Name | Role | Context |
|---|---|---|
| Principals | Unspecified Corporate Officers/Owners |
Mentioned as part of 'Parent Entities' designated by the KSI Parent.
|
Organizations (5)
| Name | Type | Context |
|---|---|---|
| KLC |
Wholly owned subsidiary of KSI.
|
|
| KSI |
Knowledge Schools, Inc. - Holding company for KLC.
|
|
| Knowledge Universe Learning Corp. |
Referrred to as 'KSI Parent'; entered into agreement with KSI.
|
|
| KUE Inc. |
Sole stockholder of Knowledge Universe Learning Corp. upon its liquidation.
|
|
| House Oversight Committee |
implied by Bates stamp 'HOUSE_OVERSIGHT_024532'
|
Timeline (2 events)
May 9, 2003
KSI entered into a Stockholders Agreement with Knowledge Universe Learning Corp.
Unspecified
October 27, 2004
Liquidation of Knowledge Universe Learning Corp. and distribution of shares to KUE Inc.
Unspecified
Relationships (3)
Knowledge Universe Learning Corp. (the 'KSI Parent')
KUE Inc. was the sole stockholder of Knowledge Universe Learning Corp.
Key Quotes (2)
"KSI entered into a Stockholders Agreement on May 9, 2003 with Knowledge Universe Learning Corp."Source
HOUSE_OVERSIGHT_024532.jpg
Quote #1
"Knowledge Universe Learning Corp. was liquidated on October 27, 2004 and the shares of KSI were distributed on that date to its sole stockholder, KUE Inc."Source
HOUSE_OVERSIGHT_024532.jpg
Quote #2
Full Extracted Text
Complete text extracted from the document (2,247 characters)
KLC or to any other subsidiaries; (d) create liens on assets; (e) engage in transactions with affiliates; (f)
sell assets, including capital stock of subsidiaries, except permitted real estate transfers and other
permitted transfers; and (g) merge, consolidate or sell all or substantially all of KLC's assets and the
assets of KLC's subsidiaries except permitted real estate transfers and other permitted transfers.
sell assets, including capital stock of subsidiaries, except permitted real estate transfers and other
permitted transfers; and (g) merge, consolidate or sell all or substantially all of KLC's assets and the
assets of KLC's subsidiaries except permitted real estate transfers and other permitted transfers.
11.20. Stockholders Agreement of Knowledge Schools, Inc.
KLC is a wholly owned subsidiary of KSI, and KSI pursues no other businesses independent of holding
KLC's stock/equity. KSI entered into a Stockholders Agreement on May 9, 2003 with Knowledge
Universe Learning Corp. (the "KSI Parent") and its minority stockholders (the "Stockholders"). The
Agreement provides (a) the KSI Parent (and/or any "Parent Entities" designated by the KSI Parent, which
include the KSI Parent and/or certain of the Principals and certain affiliates of the KSI Parent and the
Principals) with a right of first refusal over proposed transfers of other Stockholders' shares, subject to
certain exceptions; (b) Stockholders, to the extent they are accredited investors, with a right to invest in
new issuances of KSI shares; (c) Stockholders with tag-along rights in connection with a transfer of KSI
common stock by any of the Parent Entities resulting in the Parent Entities owning less than 60% of KSI
common stock then outstanding, or a transfer of securities by any of the Parent Entities resulting in the
Parent Entities owning less than a majority of KSI common stock then outstanding. Stockholders are also
subject to a drag-along provision, pursuant to which they may be required to sell a pro rata portion of their
shares in the event of a proposed transfer of a majority of KSI common stock then outstanding. Each
Stockholder and the KSI Parent are entitled to receive certain financial information from KSI. The
Agreement terminates upon a public offering of KSI, at the option of the KSI Parent upon a sale of KSI, or
by written agreement of the parties. Knowledge Universe Learning Corp. was liquidated on October 27,
2004 and the shares of KSI were distributed on that date to its sole stockholder, KUE Inc.
KLC's stock/equity. KSI entered into a Stockholders Agreement on May 9, 2003 with Knowledge
Universe Learning Corp. (the "KSI Parent") and its minority stockholders (the "Stockholders"). The
Agreement provides (a) the KSI Parent (and/or any "Parent Entities" designated by the KSI Parent, which
include the KSI Parent and/or certain of the Principals and certain affiliates of the KSI Parent and the
Principals) with a right of first refusal over proposed transfers of other Stockholders' shares, subject to
certain exceptions; (b) Stockholders, to the extent they are accredited investors, with a right to invest in
new issuances of KSI shares; (c) Stockholders with tag-along rights in connection with a transfer of KSI
common stock by any of the Parent Entities resulting in the Parent Entities owning less than 60% of KSI
common stock then outstanding, or a transfer of securities by any of the Parent Entities resulting in the
Parent Entities owning less than a majority of KSI common stock then outstanding. Stockholders are also
subject to a drag-along provision, pursuant to which they may be required to sell a pro rata portion of their
shares in the event of a proposed transfer of a majority of KSI common stock then outstanding. Each
Stockholder and the KSI Parent are entitled to receive certain financial information from KSI. The
Agreement terminates upon a public offering of KSI, at the option of the KSI Parent upon a sale of KSI, or
by written agreement of the parties. Knowledge Universe Learning Corp. was liquidated on October 27,
2004 and the shares of KSI were distributed on that date to its sole stockholder, KUE Inc.
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HOUSE_OVERSIGHT_024532
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