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):

July 30, 2009

 

Rosetta Stone Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34283

 

043837082

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

1919 North Lynn St., 7th Fl, Arlington, Virginia

(Address of principal executive offices, including zip code)

 

800-788-0822

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

Item 2.02. Results of Operations and Financial Condition.

 

On July 30, 2009, Rosetta Stone Inc. announced its financial results for the fiscal second quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.  Also filed herewith and incorporated by reference as Exhibit 99.2 is supplemental financial information for the quarter and six months ended June 30, 2009.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1         Press Release, dated July 30, 2009.

 

99.2         Supplemental Financial Information, Quarter and Six Months Ended June 30, 2009

 

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SIGNATURES

 

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.

 

 

Date:

July 30, 2009

 

 

 

By:

/s/ Michael C. Wu

 

 

Name:

Michael C. Wu

 

 

Title:

General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

Press Release, dated July 30, 2009.

 

 

 

99.2

 

Supplemental Financial Information, Quarter and Six Months Ended June 30, 2009

 

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