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): December 31, 2007
NELNET, INC.
(Exact name of registrant as specified in its charter)
Nebraska 001-31924 84-0748903
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
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 December 31, 2007, the Board of Directors of Nelnet, Inc. (the
"Company") approved an assignment of a certain lease dated January 13, 1995 (as
amended, the "Lease") for office space in Scottsdale, Arizona by the current
tenant Nelnet Corporate Services, Inc., a Nevada corporation and wholly owned
subsidiary of the Company, to Union Financial Services, Inc., a Nevada
corporation of which Michael S. Dunlap, a significant shareholder, Chief
Executive Officer, Chairman and a member of the Board of Directors of the
Company, owns 50%, and Stephen F. Butterfield, Vice Chairman and a member of the
Board of Directors of the Company, owns the other 50%. The Lease is for
approximately 3,129 square feet at a current base rent of $23.50 per square foot
per year. The Lease provides that base rent shall be subject to specified
increases through the termination date of the Lease on August 31, 2010.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On December 31, 2007, the Board of Directors of the Company approved an
amendment, effective immediately, to Article IV of the Bylaws of the Company to
specifically allow for the issuance and transfer of uncertificated shares of the
Company's stock. The amendment was adopted to comply with a requirement of the
New York Stock Exchange ("NYSE") that all securities listed on the NYSE be
eligible for participation in a direct registration system administered by a
securities depository, such as the Depository Trust Company, by January 1, 2008.
Article IV of the Company's Bylaws previously provided that certificates shall
be issued to the holders of the Company's stock. The Company's entire Fourth
Amended and Restated Bylaws, which reflect the foregoing amendment, are filed as
Exhibit 3.1 to this report and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit
No. Description
-------- ----------------------------------------------------------
3.1 Fourth Amended and Restated Bylaws of Nelnet, Inc., as
amended as of December 31, 2007.
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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.
NELNET, INC.
Date: January 7, 2008 By: /s/ TERRY J. HEIMES
-------------------------------
Terry J. Heimes
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
----------- -------------------------------------------------------
3.1 Fourth Amended and Restated Bylaws of Nelnet, Inc., as
amended as of December 31, 2007.
4