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): November 5, 2009
Voyager Learning Company
(Exact name of registrant as specified in its charter)
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| DELAWARE
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001-07680
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36-3580106 |
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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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1800 Valley View Lane, Suite 400, Dallas, TX
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75234-8923 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 932-9500
(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 November 5, 2009, Voyager Learning Company (“Voyager”) hosted a conference call to
discuss Voyager’s results for its third quarter ended September 30, 2009, and to discuss and answer
questions regarding the proposed business combination transaction (the “Mergers”) with
Cambium Learning, Inc. (“Cambium”) A transcript (the “Transcript”) of the conference call is attached
hereto as Exhibit 99.1.
This Form 8-K and the Transcript attached hereto as Exhibit 99.1, insofar as they disclose
historical information regarding Voyager’s results of operations and or financial condition for the
third quarter or nine months ended September 30, 2009, are being furnished to the Securities and
Exchange Commission under Item 2.02 of Form 8-K.
Item 8.01. Other Events
The portions of the Transcript that relate to the discussion of the Mergers are being filed
herewith as Exhibit 99.1 to this Form 8-K in compliance with Rule 425 of the Securities Act of
1933, as amended, and are hereby incorporated into this Item 8.01
Additional Information and Where to Find It
On August 6, 2009, Cambium Learning Group, Inc. (formerly known as Cambium-Voyager Holdings,
Inc.) filed with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “Form S-4”) containing a preliminary proxy statement/prospectus
regarding the proposed business combination of Voyager and Cambium. On October 9, 2009 and October
30, 2009, Cambium Learning Group, Inc. filed Amendment No. 1 and Amendment No. 2, respectively, to
the Form S-4. This material is not a substitute for the final proxy statement/prospectus regarding
the proposed business combination. Investors and stockholders are urged to read carefully the
preliminary proxy statement/prospectus and the final proxy statement/prospectus when available
because they contain and will contain important information about Cambium Learning Group, Inc.,
Cambium, Voyager, the business combination and related matters. Voyager will mail the final proxy
statement/prospectus to each of its stockholders. You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You
may also obtain documents filed by Voyager with the SEC regarding this transaction, free of charge,
from Voyager’s website (www.voyagercompany.com) under the heading “Investor Relations” and
then under the tab “SEC Filings.”
Cambium Learning Group, Inc., Voyager, Cambium and their respective directors, executive
officers and various other members of management and employees may be soliciting proxies from
Voyager’s stockholders in favor of the merger agreement entered into in connection with the
proposed business combination. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Voyager’s stockholders is included in the
preliminary proxy statement/prospectus described above and will be included in the final proxy
statement/prospectus when available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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99.1
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Transcript of Voyager Learning Company’s third quarter 2009 earnings conference call held on November 5, 2009. |