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): August 9, 2011
CAMBIUM LEARNING GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34575
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27-0587428 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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17855 North Dallas Parkway, Suite 400,
Dallas, Texas
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75287 |
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(Zip Code) |
Registrant’s
telephone number, including area code: 214-932-9500
Not
Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 August 9, 2011, Cambium Learning Group, Inc. (the “Company”) issued a press release and hosted a
conference call announcing its financial results for the three and six months ended June 30, 2011.
A copy of the press release and a transcript of the conference call are attached hereto as Exhibits
99.1 and 99.2, respectively.
This press release attached hereto as Exhibit 99.1 and the transcript attached hereto as Exhibit
99.2, insofar as they disclose historical information regarding the Company’s results of operations
and or financial condition for the three and six months ended June 30, 2011, are being furnished to
the Securities and Exchange Commission under Item 2.02 of Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
On August 11, 2011, VSS-Cambium Holdings III, LLC (the “Stockholder”), a Delaware limited liability
company and affiliate of the investment firm Veronis Suhler Stevenson (“VSS”), exercised its
subscription rights to purchase 7,246,376 shares of common stock, par value $0.001 per share
(“Common Stock”), of Cambium Learning Group, Inc., a Delaware corporation (the “Company”), at a
purchase price of $2.76 per share, or an aggregate purchase price of $19,999,997.76. The purchase
price per share was equal to 90% of the volume-weighted average price of the Common Stock measured
over the ten-trading-day period immediately preceding the issuance and sale of the shares of Common
Stock, in accordance with the terms of the Stockholders Agreement, dated as of December 8, 2009,
and amended on April 12, 2011 (the “Stockholders Agreement”), by and among the Company, the
Stockholder and Vowel Representative, LLC, as Stockholders’ Representative, entered into in
connection with the mergers of Voyager Learning Company and VSS-Cambium Holdings II Corp. (the
“Mergers”) completed on December 8, 2009.
As previously disclosed in the Company’s filings with the Securities and Exchange Commission (the
“SEC”), the subscription rights were granted to the Stockholder pursuant to the Stockholders
Agreement in connection with the Mergers and certain transactions contemplated in connection
therewith. Additional information regarding the Stockholders Agreement is set forth in Amendment
No. 3 to the Company’s Registration Statement on Form S-4 (File No. 333-161075) (the “Form S-4”)
filed with the SEC on November 10, 2009, as well as in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2010, filed with the SEC on March 10, 2011, and a copy of the
Stockholders Agreement is filed as Annex L to the Form S-4. Amendment No. 1 to the Stockholders
Agreement is described in the Company’s Current Report on Form 8-K filed with the SEC on April 18,
2011 (the “Form 8-K”), and a copy of such amendment is filed as Exhibit 99.1 to the Form 8-K.
The sale of the securities described herein was made in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
provided under Section 4(2) of the Securities Act and Regulation D promulgated thereunder for
transactions by an issuer not involving a public offering. The purchaser of the securities is an
“accredited investor” within the meaning of Regulation D. The securities have not been registered
under the Securities Act and may not be offered or sold in the United States in the absence of an
effective registration statement or an exemption from such registration requirements, and
appropriate restrictive legends were affixed to the certificate representing the Common Stock
purchased by the purchaser. This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any state
in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
On August 11, 2011, the Company issued a press release announcing the transaction described above.
A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is
incorporated herein by reference.