Cambium Learning Group, Inc. (NASDAQ:ABCD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
entered into a consulting fee agreement (the “Consulting
Agreement”) with VSS Fund Management LLC (“VSS”). Funds managed
by VSS own a majority of the equity interests of VSS-Cambium
Holdings III, LLC, which holds approximately 70% of the Companys
outstanding common stock. As such, VSS-Cambium Holdings III, LLC
has the ability to determine the outcome of matters submitted to
the Companys stockholders for approval, including the election
and removal of directors and any merger, consolidation or sale of
all or substantially all of the Companys assets, and will likely
have the ability to control the Companys management, affairs and
operations.
fees: (i) a fee equal to 1% of the gross proceeds of any debt or
equity financing by the Company, and (ii) a fee equal to 1% of
the enterprise value of any entities acquired or disposed of by
the Company. The Company and VSS agreed to amend the Consulting
Agreement, effective March 19, 2013, and have entered into
Amendment No. 1 to the Consulting Agreement (the “Amendment”)
such that, in addition to the fees payable to VSS thereunder, on
January 1st>of each calendar year, with the first
payment payable to VSS as of January 1, 2013, VSS will be
entitled to an annual payment of $70 thousand for monitoring
services for the then-current calendar year, provided that if an
employee of VSS serves as Chairman of the Companys Board of
Directors (the “Board”), such fee is subject to a
dollar-for-dollar reduction in the amount of the annual retainer
received by such VSS employee (as contemplated by the Companys
then current board compensation program). The Amendment also
allows VSS to designate from time to time one or more of its
affiliates to receive any of the fees payable under the
Consulting Agreement.
and have entered into Amendment No. 2 to the Consulting Agreement
on December 16, 2016 (the “Second Amendment”).
remain in effect until the earlier of the date on which VSS no
longer has any employees serving on the Board, the date on which
funds managed by VSS cease to beneficially own at least 10% of
the Companys outstanding common stock or, unless the Companys
audit committee renews the consulting fee agreement, January 1,
2021.
complete and is qualified in its entirety by reference to the
complete text of the Second Amendment which is attached hereto as
Exhibit 10.1.
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Exhibit No.
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Description
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10.1
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Amendment No. 2, dated December 16, 2016, to Consulting
Agreement, dated July 24, 2009, between Cambium Learning Group, Inc. and VSS Fund Management LLC. |
About Cambium Learning Group, Inc. (NASDAQ:ABCD)
Cambium Learning Group, Inc. is an educational solutions and services company. The Company’s product lines include Learning A-Z (www.learninga-z.com), ExploreLearning (www.explorelearning.com), Voyager Sopris Learning (www.voyagersopris.com) and Kurzweil Education (www.kurzweiledu.com). It operates through three segments: Learning A-Z, Voyager Sopris Learning and ExploreLearning. The product lines provide technology solutions for online learning and professional support; intervention and supplemental instructional materials; professional development and school-improvement services; valid assessments, and materials. Learning A-Z is a preK-6 educational technology provider of digitally delivered resources and tools that support instruction and student growth in reading, writing, and science. Voyager Sopris Learning segment includes its Voyager Sopris Learning and Kurzweil Education brands. ExploreLearning develops online solutions to improve student learning in math and science. Cambium Learning Group, Inc. (NASDAQ:ABCD) Recent Trading Information
Cambium Learning Group, Inc. (NASDAQ:ABCD) closed its last trading session down -0.08 at 4.92 with 13,586 shares trading hands.