CAMDEN LEARNING CORP Files SEC form 8-K, Other Events, Financial Statements and Exhibits

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CAMDEN LEARNING CORP Files SEC form 8-K, Other Events, Financial Statements and Exhibits

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 L...
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CAMDEN LEARNING CORP Files SEC form 8-K, Other Events, Financial Statements and Exhibits

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 D...
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CAMDEN LEARNING CORP Files SEC form 8-K, Entry into a Material Definitive Agreement, Other Events, Financial Statemen

Item 1.01 Entry into a Material Definitive Agreement. Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization On October 26, 2009, Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of Reorganization, dated as of August 7, 2009, as amended in its entirety by the Amended and Restated Agreement and Plan of Reorganization, dated as of August 11, 2009 (as amended, the "Merger Agreement"), by and among Camden Learning Corporation ("Camden" or the "Company"), Dlorah Subsidiary, Inc., a wholly owned subsidiary of Camden ("Merger Sub"), and Dlorah, Inc., a South Dakota corporation which owns and operates National American University ("Dlorah"), was executed by the parties. Pursuant to the terms of the Merger Agreement, the Dlorah stockholders have agreed to contribute all of the outstanding capital stock of Dlorah to Camden in exchange for shares of a newly created class of stock, warrants and restricted shares of currently authorized common stock of Camden, as further described below under the heading "Consideration." At the closing, Merger Sub will merge with and into Dlorah with Dlorah surviving as a wholly-owned subsidiary of Camden (the "Transaction"). Consideration Pursuant to Amendment No. 1, the number of shares of restricted common stock to be issued to the Dlorah stockholders in connection with the Transaction has been reduced from 575,000 shares to 250,000 shares. Consequently, at the effective time of the Transaction, all equity interests of Dlorah issued and outstanding immediately prior to the Transaction shall automatically convert into the right to receive an aggregate of: (i) 100,000 shares of Class A Stock, par value $.0001 per share, of Camden, which such Class A Common Stock shall be convertible into 15,730,000 shares of Camden common stock, par value $0.0001 per share (the "Common Stock"), as such conversion number may be ad...
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CAMDEN LEARNING CORP Files SEC form 8-K, Other Events, Financial Statements and Exhibits

Show all filings for CAMDEN LEARNING CORP | Request a Trial to NEW EDGAR Online Pro Form 8-K for CAMDEN LEARNING CORP 16-Oct-2009Other Events, Financial Statements and Exhibits Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for information...
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CAMDEN LEARNING CORP Files SEC form 8-K, Other Events, Financial Statements and Exhibits

Item 8.01. Other Information. Attached as Exhibit 99.1 to this Current Report is the form of presentation Camden expects to use in connection with presentations to certain of its securityholders, as well as other persons interested in purchasing securities of Camden, in connection with the proposed transaction with Dlorah, Inc. Such material may be deemed soliciting material in connection with the special meeting of Camden's stockholders and warrantholders. The attached investor presentation has been revised to include updated projected financial performance which reflects current enrollment trends. Note Regarding Financial Information and Data of Dlorah The financial information and data of Dlorah contained in the exhibit to this Current Report is derived, in part, from Dlorah's unaudited financial statements and may not conform to Regulation S-X. Accordingly, such information and data may be adjusted and presented differently in the definitive proxy statement to be mailed to Camden's stockholders and warrantholders. Note Regarding Non-GAAP Financial Measures The investor presentation attached as an exhibit hereto contains certain non-GAAP financial measures, as defined under Regulation G of the rules and regulations of the SEC, including EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA (each as defined in the appendix to the investor presentation) are non-GAAP financial measures (i.e., they are not measures of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statements of operations and cash flow data prepared in accordance with GAAP. In addition, EBITDA and Adjusted EBITDA as used by Dlorah may not be comparable to similarly titled measures of other companies. For definitions of and additional information regarding EBITDA and Adjusted EBITDA, and a reconciliation of such measures to the most comparable financial measures calculated in accordanc...
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