Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 2, 2009
CAMDEN LEARNING
CORPORATION
(Exact name of registrant as specified
in its charter)
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Delaware
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000-52919
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83-0479936
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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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500 East Pratt Street, Suite
1200
Baltimore,
MD
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21202
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code: (410) 878-6800
Not Applicable
(Former name or former address, if
changed since last report)
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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing
obligation to the registrant under any of the following
provisions:
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o
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Written communications pursuant to
Rule 425 under the Securities Act
(17 CFR 230.425)
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x
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ADDITIONAL
INFORMATION AND FORWARD-LOOKING STATEMENTS
CAMDEN LEARNING CORPORATION (“CAMDEN”)
AND DLORAH, INC. (“DLORAH”) CLAIM THE PROTECTION OF THE SAFE HARBOR FOR
“FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE
CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF CAMDEN AND DLORAH REGARDING,
AMONG OTHER THINGS, CAMDEN’S PROPOSED BUSINESS COMBINATION WITH DLORAH DISCUSSED
HEREIN AND THE BUSINESS OF DLORAH, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE
FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE
SET FORTH IN THE FORWARD-LOOKING STATEMENTS: CHANGING INTERPRETATIONS OF
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; CONTINUED COMPLIANCE WITH GOVERNMENT
REGULATIONS; CHANGING LEGISLATION OR REGULATORY ENVIRONMENTS; REQUIREMENTS OR
CHANGES AFFECTING THE BUSINESS IN WHICH DLORAH IS, AND CAMDEN WILL BE, ENGAGED;
MANAGEMENT OF GROWTH; INTENSITY OF COMPETITION; GENERAL ECONOMIC CONDITIONS; AS
WELL AS OTHER RELEVANT RISKS DETAILED IN CAMDEN’S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE PROPOSED BUSINESS
COMBINATION. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH
RISKS. NEITHER CAMDEN NOR DLORAH ASSUMES ANY OBLIGATION TO UPDATE THE
INFORMATION CONTAINED IN THIS CURRENT REPORT.
CAMDEN INTENDS TO HOLD PRESENTATIONS FOR
CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED
IN PURCHASING CAMDEN’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION
WITH DLORAH, AS DESCRIBED IN THIS CURRENT REPORT. THIS CURRENT REPORT WILL BE
DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.
CAMDEN HAS FILED A PRELIMINARY PROXY
STATEMENT AND CERTAIN AMENDMENTS THERETO WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTIONS. STOCKHOLDERS AND WARRANTHOLDERS OF CAMDEN AND OTHER
INTERESTED PERSONS ARE URGED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ CAMDEN’S FINAL PROSPECTUS,
DATED NOVEMBER 29, 2007, ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED MAY 31, 2009 (THE “ANNUAL REPORT”) AND OTHER REPORTS AS FILED WITH THE
SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF CAMDEN’S OFFICERS AND
DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL
CONSUMMATION OF THE PROPOSED TRANSACTIONS. THE DEFINITIVE PROXY STATEMENT WILL
BE MAILED TO STOCKHOLDERS AND WARRANTHOLDERS AS OF THE RECORD DATE FOR VOTING ON
THE PROPOSED TRANSACTIONS. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE
ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, BY
DIRECTING A REQUEST TO CAMDEN IN WRITING AT 500 EAST PRATT STREET, SUITE 1200,
BALTIMORE, MD 21202, OR BY TELEPHONE AT (410) 878-6800. FREE COPIES OF THESE DOCUMENTS CAN
ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE (http://www.sec.gov).
CAMDEN AND DLORAH AND THEIR
RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN
THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF CAMDEN’S STOCKHOLDERS AND
WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. THE UNDERWRITERS
OF CAMDEN’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO
CAMDEN, DLORAH AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, AND
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. A SUBSTANTIAL
PORTION OF THE UNDERWRITERS’ FEES RELATING TO CAMDEN’S INITIAL PUBLIC OFFERING
WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF CAMDEN’S INITIAL BUSINESS
COMBINATION, AND STOCKHOLDERS AND WARRANTHOLDERS ARE ADVISED THAT THE
UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY
SOLICITATION. INFORMATION ABOUT CAMDEN’S DIRECTORS AND EXECUTIVE OFFICERS IS
AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS
OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE PROXY STATEMENT FILED BY CAMDEN
WITH THE SEC.
THE INFORMATION ON DLORAH’S WEBSITE
IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR
INCORPORATED IN FILINGS CAMDEN MAKES WITH THE SEC.
THIS COMMUNICATION SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR
SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF
SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE
REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
Item
8.01 Other Events
Camden Learning Corporation (“Camden” or
the “Company”) announced that stockholders of record as of the close of
business on November 5,
2009 will be
invited to attend Camden’s
Special Meeting of Stockholders to vote on, or submit a
proxy to vote on, among other matters, the proposed Agreement and Plan of
Reorganization, as amended, through which Dlorah, Inc., a South Dakota corporation
which owns and operates National American
University
(“Dlorah”), and a
wholly-owned subsidiary of Camden (“Merger Sub”) will merge. Camden also announced
that warrantholders of record as of the close of business on November 5, 2009 will be invited to attend Camden’s Special
Meeting of Warrantholders
to vote on the warrant redemption.
The Special Meeting of Warrantholders is scheduled
to be held at 10:00 a.m.,
Eastern time, on Monday,
November 23, 2009, at the offices of Ellenoff Grossman & Schole LLP,
Camden’s counsel, at 150 East 42nd Street, 11th Floor, New York, New York 10017. The
Special Meeting of Stockholders is scheduled to be held on
the same date at the same location at 10:30 a.m.,
Eastern time. The
full meeting agendas will be detailed in the proxy statement
to be mailed to all stockholders and warrantholders of record as of the
close of business on
November 5, 2009.
Warrantholders
of record as of November 5, 2009 will be invited to attend the Special Meeting
of Warrantholders to vote on a proposal to amend the terms of the warrant
agreement governing Camden’s publicly traded warrants exercisable for shares of
Company common stock in order to require the redemption by the Company of all of
the outstanding warrants upon the consummation of the transaction described
herein, at a price of $0.50 per warrant.
Stockholders
of record as of November 5, 2009 will be invited to attend the Special Meeting
of Stockholders and to vote on the following proposals: (i) to
approve the merger of Merger Sub with and into Dlorah, with Dlorah surviving as
a wholly-owned subsidiary of the Camden, as a result of which the stockholders
of Dlorah will contribute all of the outstanding capital stock of Dlorah to
Camden in exchange for shares of a newly created class of common stock, common
stock purchase warrants and restricted shares of the Company’s currently
authorized common stock (the ‘‘Transaction’’), pursuant to the terms of an
Agreement and Plan of Reorganization, dated August 7, 2009, as amended and
restated in its entirety as of August 11, 2009, and as further amended by that
certain Amendment No. 1 to the Amended and Restated Agreement and Plan of
Reorganization, dated October 26, 2009, by and among Camden, Merger Sub and
Dlorah, and the transactions contemplated thereby; (ii) to approve an amendment
to the Company’s amended and restated certificate of incorporation to change the
name of the Company to ‘‘National American University Holdings, Inc.’’; (iii) to
approve an amendment to the Company’s amended and restated certificate of
incorporation to increase the authorized capital of the Company from 21,000,000
shares, consisting of 20,000,000 shares of common stock, par value $0.0001 per
share (the ‘‘Common Stock’’), and 1,000,000 shares of preferred stock, par value
$0.0001 per share (the ‘‘Preferred Stock’’), to 51,100,000 shares, consisting of
50,000,000 shares of Common Stock, 100,000 shares of Class A Common Stock, par
value $0.0001 per share, and 1,000,000 shares of Preferred Stock, with a portion
of such additional shares used as part of the consideration issued to the
stockholders of Dlorah in connection with the Transaction; (iv) to approve an
amendment to the Company’s amended and restated certificate of incorporation to
create a new class of common stock of the Company to be designated as Class A
Common Stock, par value $0.0001 per share; (v) to approve, separately, certain
amendments to the Company’s amended and restated certificate of incorporation to
eliminate certain special purpose acquisition company provisions therein; and
(vi) to adopt the 2009 Stock Option and Compensation Plan pursuant to which the
Company will reserve 1,300,000 shares of Common Stock for issuance pursuant to
the plan.
A copy of
Camden’s press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The information furnished under this Item,
including the exhibit related thereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any disclosure document of Camden, except as shall
be expressly set forth by specific reference in such document.
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Item 9.01.
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Financial Statements and
Exhibits
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Exhibit
Number
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Description
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99.1
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Press Release, dated November 2,
2009
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Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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November 2,
2009
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CAMDEN LEARNING
CORPORATION
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By:
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/s/ David
Warnock
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Name:
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David
Warnock
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Title:
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President and Chief Executive
Officer
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