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 13, 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 DEFINITIVE PROXY STATEMENT WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTIONS. STOCKHOLDERS AND WARRANTHOLDERS OF CAMDEN AND OTHER
INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL
EXHIBITS THERETO 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 WAS MAILED TO STOCKHOLDERS AND WARRANTHOLDERS AS OF
NOVEMBER 5, 2009. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS ARE ALSO 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
On
November 2, 2009, Camden Learning Corporation (“Camden” or the “Company”)
announced that stockholders of record as of the close of business on November 5,
2009 would be invited to attend Camden’s Special Meeting of Stockholders on
November 23, 2009 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 will
merge (the “Transaction”). Camden also announced that warrantholders
of record as of the close of business on November 5, 2009 would be invited to
attend Camden’s Special Meeting of Warrantholders to vote on the warrant
redemption proposal set forth in the Company’s definitive proxy
statement.
The
Company announced today that Camden Learning, LLC, the Company’s sponsor, has
agreed to transfer restricted shares of Company common stock it acquired prior
to the Company’s initial public offering (the “IPO”) to Company stockholders
holding 50,000 or more shares of Company common stock as of November 5, 2009 who
vote in favor of the Transaction, continue to be stockholders through the
closing date of the Transaction and who have not entered into any contract with
respect to the voting, repurchase or disposition of their Company common
stock. In addition, Camden Learning, LLC has agreed to such transfer
with respect to those Company stockholders who were not stockholders as of
November 5, 2009, hold 50,000 or more shares of Company common stock as of
November 23, 2009, and who continue to be stockholders through the closing date
of the transaction with Dlorah, Inc. The recipients of such shares
will receive one share for every three shares they hold.
The
recipients of such shares are expected to execute joinder agreements to the
current registration rights agreement in favor of Camden Learning, LLC with
respect to such shares.
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.
Item 9.01.
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 13, 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
13, 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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