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 20, 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 August 20, 2009, Voyager Learning Company (“Voyager”) hosted a conference call to
discuss Voyager’s results for its second quarter ended June 30, 2009, and to discuss and answer
questions regarding the proposed business combination transaction (the “Mergers”) with
Cambium Learning, Inc. 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 second quarter or six months ended June
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-Voyager Holdings, Inc. filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 containing a preliminary proxy
statement/prospectus regarding the proposed business combination of Voyager and Cambium Learning,
Inc. 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-Voyager Holdings, Inc.,
Cambium Learning, Inc., 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-Voyager Holdings, Inc., Voyager, Cambium Learning, Inc. 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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Description |
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99.1 |
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Transcript of Voyager Learning Company’s second quarter 2009
earnings conference call held on August 20, 2009. |
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99.2 |
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Reconciliation of Net Loss to Adjusted Loss Before Interest,
Other Income (Expense), Income Taxes and Depreciation and
Amortization (EBITDA). |