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)
JUNE 26, 2006
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NEBRASKA 68508
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 458-2303
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 8.01 Other Events.
On June 26, 2006, Nelnet, Inc. ("Nelnet") issued a press release
announcing it entered into an agreement to acquire CUnet, LLC. A copy of the
press release is attached as an exhibit to this Report. The initial cash payment
for the acquisition is $40 million. In addition, Nelnet is obligated to make
additional contingent payments based upon CUnet's aggregated cumulative net
income before taxes for the period from July 1, 2006 through June 30, 2009.
Consideration for the contingent payments will consist of cash and restricted
shares of Nelnet's Class A Common Stock.
Dependent on final negotiations related to certain terms of the
agreement, the contingent payments may be treated as compensation expense versus
purchase price. If the contingent payments are treated as compensation expense,
Nelnet would recognize the expense in its consolidated statement of income in
the appropriate periods.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Report:
99.1 - Press release dated June 26, 2006 - "Nelnet to acquire CUnet"
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: June 26, 2006
NELNET, INC.
By: /s/ TERRY J. HEIMES
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Terry J. Heimes
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated June 26, 2006 - "Nelnet to acquire CUnet"