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 29, 2005
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NEBRASKA 68508
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 458-2370
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (
17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On March 29, 2005, in conjunction with the Student Marketing
Group, Inc. and National Honor Roll, L.L.C. acquisitions, the Board
amended the Nelnet, Inc. Share Retention Policy to which Executive
Officers are parties. This policy restricts the sale of Nelnet, Inc.
common stock by Executive Officers. A copy of the amended policy is
attached as an exhibit to this report.
Item 8.01. Other Events.
On March 29, 2005, Nelnet, Inc. issued a press release
announcing it acquired Student Marketing Group, Inc. and National Honor
Roll, L.L.C. A copy of the press release is attached as an exhibit to
this report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed as part of this
Report:
99.1 - Press release dated March 29, 2005 - "Nelnet announces
acquisitions of Student Marketing Group and National Honor Roll"
99.2 - Nelnet, Inc. Amended Share Retention Policy - Effective
March 29, 2005
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.
Dated: March 31, 2005
NELNET, INC.
By: /s/ Terry J. Heimes
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Name: Terry J. Heimes
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated March 29, 2005 - "Nelnet announces
acquisitions of Student Marketing Group and National Honor Roll"
99.2 Nelnet, Inc. Amended Share Retention Policy - Effective March
29, 2005